54-10 Agreement

excluding any appraisals related to the Property, in Seller’s possession or control that are not and have not been previously deemed and treated by Seller as privileged, proprietary or confidential (collectively, the “Due Diligence Materials”), without representation or warranty of any kind or nature, whether express or implied, at no out-of-pocket cost to Seller, and subject to the rights of third-party preparers. Thereafter, during the Due Diligence Period Seller shall endeavor to make available to Purchaser additional Due Diligence Materials reasonably requested by Purchaser within five (5) business days following a request by Purchaser for such Due Diligence Materials. Seller agrees that, during the Due Diligence Period, Seller shall cooperate and provide Purchaser with reasonable and continuing access to the Property upon commercially reasonable (but in no event less than two (2) business days) prior Notice to Seller for the purpose of Purchaser’s inspection (provided, however, that Purchaser shall not perform any invasive testing of the Property without Seller’s prior written consent in each instance, which may be granted or withheld in Seller’s sole and absolute discretion). Seller shall have the right to have a representative of Seller present during all inspections or examinations of the Property by Purchaser. 4.3.2 Purchaser agrees that, prior to undertaking any inspections of the Property, Purchaser or Purchaser’s agents will obtain comprehensive general liability insurance in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000) aggregate with a contractual liability endorsement which insures Purchaser’s indemnity obligations related to Purchaser’s inspection of the Property and which names Seller as an additional insured thereunder (a copy of the certificate of insurance shall be provided by Purchaser to Seller prior to undertaking any inspections under this Section 4.3). Such insurance coverage shall be maintained by Purchaser until the later of (a) the Closing Date, or (b) thirty (30) days after the termination of this Agreement for any reason. Purchaser, on behalf of itself and the other Purchaser Parties (as defined below), agrees to indemnify and hold Seller and each of the Seller Parties (as defined below) harmless from any claims, loss, injury, liability, damage

self and the other Purchaser Parties (as defined below), agrees to indemnify and hold Seller and each of the Seller Parties (as defined below) harmless from any claims, loss, injury, liability, damage or expense, including reasonable attorneys’ fees and costs, arising out of (x) the failure of Purchaser or any of the Purchaser Parties to restore the Property in accordance with Section 4.3.4 below; (y) any access to, entry upon or activity conducted by Purchaser or any of the Purchaser Parties with respect to or on, the Property, whether or not such access, entry or activity is permitted by, in compliance with or in violation of any applicable laws, rules, regulations or ordinances, or this Section 4; and (z) any lien, claim or levy, including without limitation mechanic’s, materialmen’s and judgment liens, filed or pending against any portion of the Property, or title thereto, by any contractor, sub-contractor or other party having a claim against or through Purchaser or any of the Purchaser Parties (without limiting the foregoing indemnity, Purchaser hereby acknowledges and agrees that Purchaser’s failure to cause any such lien to be released or bonded off to the reasonable satisfaction of Seller within twenty (20) days after receipt of written notice thereof shall constitute a material default hereunder). As used herein, the “Purchaser Parties” shall mean Purchaser and its officers, directors, members, agents, employees, representatives, contractors, consultants, and affiliates. As used herein, the “Seller Parties” shall mean Seller and its officers, directors, members, agents, employees, representatives, contractors, consultants, and affiliates. 4.3.3 Purchaser, at all times, will conduct all inspections and reviews in compliance with all Legal Requirements, and in a manner so as to not cause damage, loss, cost or expense to Seller or the Property. Other than required under the Legal Requirements, subpoena -8- GENBUS/718957.4