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Docu$lgn Envelope ID:D7761 FC7-83D0-4090-910D.CEF50900F346
<br /> on account of any obligations, liabilities, claims, conduct, omissions, contracts, agreements or
<br /> commitments of Purchaser or its agents in any way related to or arising from Purchaser's exercising
<br /> the right and privilege to go upon the Property and conduct tests thereon. Notwithstanding the
<br /> foregoing, Purchaser is not required to indemnify Seller for any obligations, liabilities, claims,
<br /> conduct,omissions,contracts,agreements or commitments arising from preexisting conditions on
<br /> the Property or Seller's gross negligence or willful misconduct.The indemnification set forth in this
<br /> Paragraph 7 shall survive the termination or Closing of this Contract.
<br /> Purchaser shall cause all persons and entities entering the Property at Purchaser's request to
<br /> maintain commercial general liability insurance in the amount of$1,000,000.00 per occurrence and
<br /> $2,000,000.00 in the aggregate to cover risks of the type described in preceding paragraph. Before
<br /> exercising the right and privilege to go upon the Property and conduct tests thereon,Purchaser shall
<br /> (a) deliver to Seller written evidence establishing to Seller's reasonable satisfaction that such
<br /> adequate and appropriate insurance is being maintained,and(b) cause Seller to be covered as an
<br /> additional insured (rather than merely as a certificate holder) under the insurance policies to be
<br /> maintained by Purchaser in accordance with this paragraph.
<br /> Should Purchaser not elect to purchase the property,Purchaser shall provide a copy of all
<br /> reports,surveys and testing performed on the Property during the Feasibility period,or any extension
<br /> thereto,to Seller at no cost to Seller if,and only if, Seller requests such materials.
<br /> 8. Title and Survey. Within five (5) business days after the Effective Date, and the
<br /> execution of a separate Nondisclosure Agreement(attached hereto as Exhibit G),Seller shall deliver
<br /> to Purchaser copies of any existing survey and geotechnical and environmental reports in its
<br /> possession and Seller shall also make available any and all leases or contracts that may encumber the
<br /> properties, rent rolls, expense reports and Property-specific accounting records which Seller can
<br /> locate using commercially reasonable efforts (such reports, leases, contracts, rent rolls, expense
<br /> reports,Property-specific accounting records and other information delivered by Seller to Purchaser,
<br /> the"Property Information"). Seller will itself and direct its broker to dathe same in handing over all
<br /> known alternative parties that have expressed an interest in the site(unless that interested party had
<br /> Seller or its broker agree not to do so)at the earlier of closing or when the entire Earnest Money is
<br /> non-refundable. Seller shall not make any representations or warranties as to the accuracy or
<br /> contents of such reports and Purchaser hereby releases Seller and holds Seller harmless for any and
<br /> all costs, charges, expenses or damages of any kind occasioned by reliance by Purchaser or
<br /> Purchaser's:agents' reliance of such Property Information.
<br /> During the first thirty (30) days of Feasibility Period, Purchaser shall have the right to
<br /> examine title to the Property and obtain an updated ALTA Survey. If the examination of title or
<br /> Survey discloses any defects in the title or matters of survey,then Purchaser shall notify Seller in
<br /> writing of such defects or objections on or prior to the expiration of the Feasibility Period. If Seller
<br /> shall not agree to correct or remove such defects or objections within twenty(20)days of receipt of
<br /> written objections thereto,then Purchaser shall have the option of(i)terminating this Contract and
<br /> receiving a refund of the Earnest Money Deposit(but,for the avoidance of doubt,not the Additional
<br /> Earnest Money Deposit which has been paid to Seller if such termination is prior to the end of the
<br /> Feasibility Period), and thereafter Purchaser and Seller shall be released of duties and obligations
<br /> hereunder except for those which expressly survive the termination of this Contract or(ii)waiving
<br /> such objections and proceeding to close in accordance with the terms of this Contract with no
<br /> reduction in the Purchase Price. Should Purchaser learn of any other defects or objections to Seller's
<br /> title not permitted by terms herein after the date of the Survey or the title.examination by Purchaser
<br /> but prior to the end of the Feasibility Period, then Purchaser shall have the right to object to the
<br /> same. In the event Seller does not agree to correct or remove such defects or objections on or before
<br /> Closing,then Purchaser,as its only remedy,may elect to either(i)terminate this Contract(and,prior
<br /> to the end of the Feasibility Period, receive a refund of the Earnest Money Deposit (but, for the
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<br /> PPAB 6064213v5.doc
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