Common use of Access to the Property Clause in Contracts

Access to the Property. Subject in all respects to Purchaser’s 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 access the Property during normal business hours for purposes of conducting such physical inspections, reports and evaluations of the Property as Purchaser deems necessary in order to assess the suitability of the Property for Purchaser’s intended use; provided, that Purchaser shall provide no less than one (1) business day advance notice to Seller (which notice may be provided by phone or email), and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller shall have the right to have a representative present during any such inspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the terms and requirements of the Ground Lease, Seller 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), 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 inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by 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 procedures at the Property, including, but not limited to 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, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent which shall not be unreasonably withheld.

Access to the Property. Subject in all respects to Purchaser’s compliance with rights of the terms, conditions and requirements tenants under the Ground Lease, Seller agrees thatSpace Leases, 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 access the Property during normal business hours for purposes Closing (or earlier termination of conducting such physical inspections, reports and evaluations of the Property as Purchaser deems necessary in order to assess the suitability of the Property for Purchaser’s intended use; provided, that Purchaser shall provide no less than one (1) business day advance notice to Seller (which notice may be provided by phone or emailthis Agreement), Purchaser, and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature any employee, agent, principal or contractor of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller Purchaser, 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 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 inspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the terms and requirements of the Ground Lease, Seller 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 entry upon the Property pursuant to Section 2.2.6 and shall satisfy any and all mechanic’s liens which may be filed against the Property as a result of any such entry onto or inspection of the Property. Purchaser shall promptly notify Seller of, and shall indemnify, defend and hold Seller (and its respective principals, officers, directors, employees, agents, contractors, tenants and subtenants) harmless from and against, any and all claims, liabilities, damages, losses, costs or expenses (including attorneys’ fees and expenses) (other than those arising out of Seller’s or its agents’ gross negligence or intentional misconduct) arising as a result of any entry by Purchaser or any employee, agent, principal or contractor of Purchaser upon the Property or any inspections or other activities conducted by any of the foregoing on the Property. The provisions of this Agreement), such temporary license to expire upon the earlier of Section regarding indemnification shall survive the termination of this Agreement in accordance with its terms or the Closing, whichever is applicable. In conducting 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 Closing Date. Purchaser shall not perform any inspections, investigations studies, surveys, analyses or tests on of the Property without the prior written consent of Seller. Except as otherwise expressly set forth in this Agreement, Purchaser shall not be entitled to terminate this Agreement or within receive any reduction of the Property, or Purchase Price based upon matters disclosed by any part inspection of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by 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 procedures at the Property, including, but not limited to 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, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent which shall not be unreasonably withheld.

Access to the Property. Subject in all respects Seller will continue to Purchaserallow Buyer and Buyer’s compliance Representatives access to the Property upon reasonable prior notice and at reasonable times, provided (a) such access does not interfere 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 access the Property during normal business hours for purposes of conducting such physical inspections, reports and evaluations construction of the Property as Purchaser deems necessary in order to assess the suitability Shell Building Improvements or operation of the Property for Purchaser’s intended useProperty; provided, that Purchaser (b) Buyer shall provide no Seller not less than one twenty-four (124) business day 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 Representatives enter the Property, Buyer shall (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 aforementioned policy of insurance. Buyer’s Representatives shall not contact any governmental official or representative regarding the Property without Seller’s prior written consent thereto, which consent shall not be unreasonably withheld, conditioned or delayed, and, if Seller’s consent to any such governmental contact is obtained by Buyer, Seller shall be entitled to receive at least two (2) days prior notice (which notice may be provided by phone or email), and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature oral) of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller shall have the right intended contact and to have a representative present during when any Buyer’s Representatives has any such inspectioncontact with any governmental official or representative; provided, however, that following the date which is twenty (20) days after the issuance of the 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 Purchaser shall make reasonable efforts not pertain to allow Seller matters related to have such a representative present. Subject in all respects to the terms and requirements of the Ground Lease, Seller 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), 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 inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with SellerBuyer’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; Property or the operations of Buyer proposed to be located therein (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by 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 procedures at the Property, including, but not limited without limitation, matters such as economic incentives or tax relief that might be available to 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, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent which shall not be unreasonably withheldBuyer).

Access to the Property. Subject in all respects to Purchaser’s compliance with the terms, conditions and requirements under the Ground Lease, Seller agrees that, from Commencing on the Effective Date hereof and continuing until the Expiration Dateexpiration of the Due Diligence Period, Seller will permit Purchaser shall allow Buyer and Purchaser Representatives, at PurchaserBuyer’s sole risk, cost and expense, Representatives access to access the Property during normal business hours for purposes of conducting at reasonable times in order to conduct such physical inspectionsenvironmental, reports and evaluations soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however: (a) such access shall not interfere with the operation of the Property as Purchaser deems necessary in order or Seller’s adjacent properties and shall be subject to assess the suitability terms of the Property for Purchaser’s intended useLeases; provided, that Purchaser (b) Buyer shall provide no less than one at least twenty-four (124) business day advance hours notice prior to Seller (which notice may be provided each visit to the Property by phone or email)any Buyer’s Representatives, and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature representatives of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller shall have the right to have a representative present accompany Buyer’s Representatives during each such visit; (c) any such inspectioninvasive testing shall require Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to (d) after the terms and requirements expiration of the Ground Lease, Seller 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 Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Property without the prior written consent of Seller, which shall not be unreasonably conditioned, withheld or 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. Prior to any entry onto the Property by Buyer or any Buyer’s Representatives, Buyer or such Buyer’s Representative shall (i) obtain and deliver to Seller an insurance certificate (in form and substance reasonably acceptable to Seller) evidencing that Buyer (and during subsequent entries upon any Buyer’s 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 pursuant 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 company licensed to Section 2.2.6 do business in the State of this Agreement), such temporary license Texas and having a Best’s rating of A/VII or better; (iii) include a contractual liability endorsement with respect to expire upon Buyer’s indemnification obligations hereunder; and (iv) not be cancelable or subject to amendment without at least 30 days’ advance written notice to Seller. Buyer shall use its best efforts to minimize damage to the earlier 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 Representatives (which obligation shall survive the termination of this Agreement in accordance with its terms or the Closing. In conducting any inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by 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 procedures at the Property, including, but not limited to 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, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent which shall not be unreasonably withheldsubject to any limitation of remedies set forth in this Agreement.

Access to the Property. Subject in all respects to 6.3.1 Provided Purchaser has delivered evidence of Purchaser’s compliance with Liability Insurance (as hereinafter defined) to Seller and Seller has approved the termssame (which approval shall not be unreasonably withheld, conditions and requirements under the Ground Lease, Seller agrees that, from the Effective Date and until the Expiration Dateconditioned or delayed), Seller will permit allow Purchaser and Purchaser Representativesits employees, at agents, prospective lenders, attorneys, contractors, and representatives (collectively, “Purchaser’s sole riskRepresentatives”), cost and expense, prior to access the Property Due Diligence Date at reasonable times during normal business hours for purposes upon two (2) Business Days’ prior notice (but subject to the rights of conducting such physical inspections, reports Subtenant under the Subleases) and evaluations without material interruption of Seller’s management of the Property as or interference with Subtenant, residents, occupants or employees at the Property, to enter upon the Property (i) for the purpose of updating Surveys, inspections, engineering studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Purchaser deems necessary may reasonably 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”). Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in order to assess good faith and with due diligence. Notwithstanding the suitability foregoing, Seller’s prior written consent (which consent may be granted or withheld in Seller’s sole and absolute discretion) shall be required for any Investigations which involve invasive or destructive testing of the Property for Purchaser’s intended use; provided(or any portion thereof and including, that without limitation, any Phase II environmental assessments or boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall provide no less than one promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall (i) fully comply with all laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith, (ii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or Subtenant under that certain (i) Commercial Lease Agreement, dated as of October 1, 2021, between Subtenant and Seller, and (ii) business day advance notice to Commercial Lease Agreement, dated as of October 1, 2021, between Subtenant and Seller (which notice may be provided by phone collectively, the “Subleases”) (or emailany of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature of the investigations to be conductediii) need additional advance notice to properly coordinate with BBB prior to schedule all such Investigations at Seller’s access to Property. convenience and shall permit Seller shall have the right to have a representative present during any all Investigations undertaken hereunder. Purchaser hereby agrees to indemnify, defend and hold harmless Seller and each other Released Party (as such inspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the terms and requirements of the Ground Lease, Seller 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), 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 inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by 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 procedures at the Property, including, but not limited to 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, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent which shall not be unreasonably withheld.term is

Access to the Property. Subject in all respects to (a) Provided Purchaser has delivered evidence of Purchaser’s compliance with Liability Insurance to Seller and Seller has approved the termssame (which approval shall not be unreasonably withheld, conditions and requirements under the Ground Lease, Seller agrees that, from the Effective Date and until the Expiration Dateconditioned or delayed), Seller will permit allow Purchaser and Purchaser Representativesits employees, at agents, prospective lenders, attorneys, contractors and representatives (collectively, “Purchaser’s sole risk, cost and expense, Representatives”) to access enter upon the Property prior to the Closing Date at reasonable times during normal business hours for purposes upon two (2) Business Days’ prior notice (but subject to the rights of conducting such physical inspections, reports Tenants) and evaluations without material interruption of the Seller’s management of the Property as Purchaser deems necessary in order to assess the suitability or any Tenant’s use of the Property for Purchaser’s intended use; provided, that Purchaser shall provide no less than one (1) business day advance notice to Seller (which notice may be provided by phone its premises or email), and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller shall have the right to have a representative present during any such inspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the terms and requirements of the Ground Lease, Seller hereby grants to Purchaser a temporary license to access the Property for the purpose of performing the foregoing inspections updating surveys, inspections, engineering studies, environmental assessments and investigations during the Due Diligence Period (any other tests, examinations or studies which Purchaser may reasonably deem necessary and during subsequent entries upon to inspect the Property pursuant and all books, records and accounts relating to Section 2.2.6 of this Agreementthe operation thereof (collectively, “Investigations”), such temporary license to expire at reasonable times upon the earlier of the termination of this Agreement in accordance with its terms or the Closing. In conducting any inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: reasonable notice (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; which for all events shall be at least two (2) not damage any part Business Days’ prior notice). Purchaser shall be solely responsible for all of the Property; (3) not injure or otherwise cause bodily harm to Seller or any third party or their respective agents, guests, invitees, contractors costs and employees; (4) comply with all applicable Laws; and (5) not reveal or disclose (other than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by applicable law, after notice to Seller expenses of any Investigations and shall conduct such required disclosure to the extent permitted by applicable lawInvestigations in good faith and with due diligence. Notwithstanding anything herein to the contraryforegoing, Purchaser shall perform no invasive testing or procedures at the Property, including, but not limited to 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, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent (which shall not be unreasonably withheld) shall be required for any Investigations which involve invasive or destructive testing of the Property (or any portion thereof and including, without limitation, any boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall provide Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in its reasonable discretion. Purchaser shall (i) fully comply with all laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith, (ii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or the Tenants (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and (iii) permit Seller to have one or more representatives present during all Investigations undertaken hereunder. Purchaser hereby agrees to indemnify, defend and hold harmless the Indemnified Seller Persons from and against any and all Losses suffered or incurred by Seller or any of such other entities or persons and arising out of or in connection with (i) Purchaser’s and/or Purchaser’s Representatives’ entry upon the Property, (ii) any Investigations and other activities conducted on the Property by Purchaser or Purchaser’s Representatives, and (iii) any liens or encumbrances filed or recorded against the Property as a consequence of any and all Investigations and other activities undertaken by Purchaser or Purchaser’s Representatives 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. Purchaser shall procure, prior to entry upon the Property, and maintain for at least six (6) months after the Closing or earlier termination of this Agreement commercial general liability insurance covering Purchaser, Seller and the 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 Seller (“Purchaser’s Liability Insurance”). All of Purchaser’s Liability Insurance shall be primary and not contributing with any insurance maintained by Seller to the extent of Purchaser’s indemnity contained in this Section 6.03(a). Seller shall be named as an additional insured under all of Purchaser’s Liability Insurance and Seller shall be given written notice at least thirty (30) days prior to cancellation, material amendment or reduction of any such coverage. The indemnity and covenants of Purchaser set forth in this Section 6.03(a) shall survive the Closing or termination of this Agreement.

Access to the Property. Subject in all respects to 6.3.1 Seller will allow Purchaser and its employees, agents, prospective lenders, attorneys, contractors, and representatives (collectively, “Purchaser’s compliance with Representatives”), prior to the terms, conditions and requirements under the Ground Lease, Seller agrees that, from the Effective Due Diligence Date and until the Expiration Date, Seller will permit Purchaser and Purchaser Representatives, at Purchaser’s sole risk, cost and expense, to access the Property reasonable times during normal business hours for purposes upon twenty-four (24) hours’ prior notice (but subject to the rights of conducting such physical inspections, reports Subtenants under their applicable Dealer Leases) and evaluations without material interruption of Seller’s management of the Property as or interference with Subtenants, residents, occupants or employees at the Property, to enter upon the Property (i) for the purpose of updating Surveys, inspections, engineering studies, Phase I environmental assessments and any other non-invasive tests, structural examinations or studies which Purchaser deems may reasonably 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”). Purchaser shall be solely responsible for all of the costs and expenses of any Investigations and shall conduct such Investigations in order to assess good faith and with due diligence. Notwithstanding the suitability foregoing, Seller’s prior written consent (which consent may be granted or withheld in Seller’s sole and absolute discretion) shall be required for any Investigations which involve invasive or destructive testing of the Property for Purchaser’s intended use; provided(or any portion thereof and including, that without limitation, any Phase II environmental assessments or boring of the Property in connection with an environmental audit or otherwise) or any alteration of the Property (or any portion thereof). In the event Seller does provide its consent to any such invasive testing or alteration, Purchaser shall promptly restore the Property to its condition immediately prior to, as applicable, such test or alteration. Purchaser shall provide no less than one Seller with evidence that applicable contractors have named Seller as an additional insured to their respective insurance policies, which insurance policies must be approved by Seller in its reasonable discretion and maintained through the Closing Date. Purchaser shall (1i) business day advance notice fully comply with all laws, rules and regulations applicable to Property and/or the Investigations and all other activities undertaken in connection therewith, (ii) not interfere with the use, occupancy, management, maintenance or operation of the Property (or any portion thereof) by Seller or the Subtenants under the Dealer Leases (which notice may be provided by phone or emailany of their respective agents, representatives, residents, occupants, guests, invitees, contractors, or employees), and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature of the investigations to be conductediii) need additional advance notice to properly coordinate with BBB prior to schedule all such Investigations at Seller’s access to Property. convenience and shall permit Seller shall have the right to have a representative present during all Investigations undertaken hereunder. Purchaser hereby agrees to indemnify, defend and hold harmless Seller and each other Released Party (as such term is defined in Section 11.2) from and against any such inspectionand all loss, cost, expense, damage, claim and liability (including, without limitation, reasonable attorneys’ fees and disbursements), suffered or incurred by Seller or any other Released Party and arising out of or in connection with (i) Purchaser and/or Purchaser’s Representatives entry upon the Property, (ii) any Investigations and other activities conducted with respect to the Property by Purchaser or Purchaser’s Representatives, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the terms and requirements of the Ground Lease, Seller hereby grants to Purchaser a temporary license to access (iii) any liens or encumbrances filed or recorded against the Property for the purpose as a consequence of performing the foregoing inspections any and investigations during the Due Diligence Period (all Investigations and during subsequent entries upon the Property pursuant to Section 2.2.6 other activities undertaken by Purchaser or Purchaser’s Representatives. The provisions of this Agreement), such temporary license Section 6.3.1 shall not in any way be deemed to expire upon amend the earlier provisions of Article 11. The indemnity set forth in this Section 6.3.1 shall survive the Closing and/or the termination of this Agreement until the Survival Date (as such term is defined in accordance with its terms or the Closing. In conducting any inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1Section 26.1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by 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 procedures at the Property, including, but not limited to a Phase I Environmental or any drilling of any kind without first providing evidence of the insurance as required pursuant to set forth in Section 2.2.3 hereof, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent which shall not be unreasonably withheld26.1.

Access to the Property. Subject in all respects to Purchaser’s compliance with the terms, conditions and requirements under the Ground Lease, Seller agrees that, from Commencing on the Effective Date hereof and continuing until the Expiration Dateexpiration of the Due Diligence Period, Seller will permit Purchaser shall allow Buyer and Purchaser Representatives, at PurchaserBuyer’s sole risk, cost and expense, Representatives access to access the Property during normal business hours for purposes of conducting at reasonable times in order to conduct such physical inspectionsenvironmental, reports and evaluations soil, engineering or any other studies thereon as Buyer, in its reasonable discretion, shall deem advisable; provided, however: (a) such access shall not interfere with the operation of the Property as Purchaser deems necessary in order or Seller’s adjacent properties and shall be subject to assess the suitability terms of the Property for Purchaser’s intended useLeases; provided, that Purchaser (b) Buyer shall provide no less than one at least twenty-four (124) business day advance hours’ notice prior to Seller (which notice may be provided each visit to the Property by phone or email)any Buyer’s Representatives, and Purchaser hereby acknowledges and agrees that Seller may (depending on the nature representatives of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller shall have the right to have a representative present accompany Buyer’s Representatives during each such visit; (c) any such inspectioninvasive testing shall require Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to (d) after the terms and requirements expiration of the Ground Lease, Seller 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 Buyer’s Representatives shall not be permitted to perform any further testing or other physical evaluation of the Property pursuant without the prior written consent of Seller, which shall not be unreasonably conditioned, withheld or denied. Buyer shall deliver promptly to Section 2.2.6 Seller copies of this Agreement), such temporary license all Buyer’s Reports. Buyer shall immediately return the Property to expire upon the earlier of 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 in accordance with its terms or the Closing. In conducting any inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultants) any information obtained concerning the Property other than as expressly permitted pursuant to the terms of this Agreement or as required by 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 procedures at the Property, including, but not limited to 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, providing written notice regarding what tests will be performed and where they will be performed, and obtaining Seller’s prior written consent which shall not be unreasonably withheldsubject to any 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 Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and Seller agrees to reasonably cooperate and assist Buyer in obtaining any and all such data and financial information that shall be reasonably available to Seller (including, without limitation, data and information obtainable from Seller’s property manager), and permit Buyer’s auditors reasonable access to such information.

Access to the Property. Subject in all respects (a) Provided Buyer has delivered evidence of Buyer’s Liability Insurance (as hereinafter defined) to Purchaser’s compliance with Sellers and Sellers have approved the termssame (which approval shall not be unreasonably withheld, conditions conditioned or delayed), Sellers will allow Buyer and requirements under its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Ground Lease, Seller agrees that, from the Effective Closing Date and until the Expiration Date, Seller will permit Purchaser and Purchaser Representatives, at Purchaser’s sole risk, cost and expense, to access the Property 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 purposes the purpose of conducting such performing surveys, physical inspections, reports engineering studies and evaluations environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all of the Property as Purchaser deems necessary costs and expenses of any Investigations and shall conduct such Investigations in order 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 assess the suitability 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 for Purchaser’s intended use; provided, that Purchaser to its condition immediately prior to such test or alteration. Buyer shall provide no less than one Sellers with evidence that applicable contractors have named Sellers and The Mxxx Xxxxxxx Company (1the “Manager”) business day advance notice 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 Seller Properties and/or the Investigations and all other activities undertaken in connection therewith, (which notice may be provided y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by phone Sellers, Manager, the Tenants under the Leases or emailother occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and Purchaser hereby acknowledges (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 agrees that Seller may (depending on the nature of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller Sellers shall have the right to have a representative present during accompany Buyer on such interviews. Buyer may not, however, request any such inspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the terms and requirements governmental investigations or inspections of the Ground LeaseProperties; provided, Seller however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby grants agrees to Purchaser a temporary license to access the Property for the purpose 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 performing the foregoing inspections and investigations during the Due Diligence Period or in connection with (and during subsequent entries I) Buyer and/or Buyer’s representatives entry upon the Property pursuant to Section 2.2.6 of this Agreement)Properties, 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 inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultantsII) any information obtained concerning Investigations and other activities conducted on the Property other than Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as expressly permitted pursuant to the terms a result of this Agreement or as required by applicable law, after notice to Seller Buyer’s mere discovery 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 procedures at a condition of the Property, including, but not limited to to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a Phase I Environmental or any drilling consequence of any kind without first 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 evidence 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 required pursuant to Section 2.2.3 hereof, providing additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice regarding what tests will be performed and where they will be performedat least thirty (30) days prior to cancellation, and obtaining Seller’s prior written consent which material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be unreasonably withhelddeemed 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 in all respects (a) Provided Buyer has delivered evidence of Buyer’s Liability Insurance (as hereinafter defined) to Purchaser’s compliance with Sellers and Sellers have approved the termssame (which approval shall not be unreasonably withheld, conditions conditioned or delayed), Sellers will allow Buyer and requirements under its employees, agents, prospective lenders, attorneys, contractors and representatives (collectively, “Buyer Representatives”), prior to the Ground Lease, Seller agrees that, from the Effective Closing Date and until the Expiration Date, Seller will permit Purchaser and Purchaser Representatives, at Purchaser’s sole risk, cost and expense, to access the Property 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 purposes the purpose of conducting such performing surveys, physical inspections, reports engineering studies and evaluations environmental assessments which Buyer may reasonably desire (“Investigations”). Buyer shall be solely responsible for all of the Property as Purchaser deems necessary costs and expenses of any Investigations and shall conduct such Investigations in order 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 assess the suitability 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 for Purchaser’s intended use; provided, that Purchaser to its condition immediately prior to such test or alteration. Buyer shall provide no less than one Sellers with evidence that applicable contractors have named Sellers and The Xxxx Xxxxxxx Company (1the “Manager”) business day advance notice 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 Seller Properties and/or the Investigations and all other activities undertaken in connection therewith, (which notice may be provided y) not interfere with the use, occupancy, management, maintenance or operation of the Properties (or any portion thereof) by phone Sellers, Manager, the Tenants under the Leases or emailother occupants of the Properties (or any of their respective agents, representatives, guests, invitees, contractors, or employees), and Purchaser hereby acknowledges (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 agrees that Seller may (depending on the nature of the investigations to be conducted) need additional advance notice to properly coordinate with BBB prior to Seller’s access to Property. Seller Sellers shall have the right to have a representative present during accompany Buyer on such interviews. Buyer may not, however, request any such inspection, and Purchaser shall make reasonable efforts to allow Seller to have such a representative present. Subject in all respects to the terms and requirements governmental investigations or inspections of the Ground LeaseProperties; provided, Seller however, nothing contained herein shall prevent Buyer from meeting with governmental agencies to discuss and confirm the zoning of the Properties. Buyer hereby grants agrees to Purchaser a temporary license to access the Property for the purpose 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 performing the foregoing inspections and investigations during the Due Diligence Period or in connection with (and during subsequent entries I) Buyer and/or Buyer’s representatives entry upon the Property pursuant to Section 2.2.6 of this Agreement)Properties, 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 inspections, investigations or tests on or within the Property, or any part of the Property, Purchaser and its agents and representatives shall: (1) not unreasonably interfere with Seller’s (or any of Seller’s tenants, licensees or invitees’) use of the Property; (2) not damage any part of the Property; (3) not injure or otherwise cause bodily harm to 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 than to Purchaser’s legal counsel, accountant, Purchaser’s Representatives and/or other consultantsII) any information obtained concerning Investigations and other activities conducted on the Property other than Properties by Buyer or Buyer’s representatives (but nothing contained herein shall impose any liability on Buyer solely as expressly permitted pursuant to the terms a result of this Agreement or as required by applicable law, after notice to Seller Buyer’s mere discovery 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 procedures at a condition of the Property, including, but not limited to to, environmental conditions), and (III) any liens or encumbrances filed or recorded against any Property as a Phase I Environmental or any drilling consequence of any kind without first 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 evidence 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 required pursuant to Section 2.2.3 hereof, providing additional insureds under all of Buyer’s General Liability Insurance and Sellers and Manager shall be given written notice regarding what tests will be performed and where they will be performedat least thirty (30) days prior to cancellation, and obtaining Seller’s prior written consent which material amendment or reduction of any such coverage. The provisions of this Section 3.7 shall not in any way be unreasonably withhelddeemed 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.