ON THE PROPERTY.
BUYER SHALL COMPLY WITH ALL APPLICABLE LAWS AND
GOVERNMENTAL REGULATIONS APPLICABLE TO ITS ENTRY TO THE PROPERTY.
BUYER SHALL
KEEP THE PROPERTY FREE AND CLEAR OF ALL MECHANICS' LIENS AND MATERIALMEN'S LIENS
ARISING OUT OF ANY OF BUYER'S ACTIVITIES.
UPON THE OCCURRENCE OF A DEFAULT BY
BUYER (AFTER GIVING EFFECT TO ANY APPLICABLE NOTICE OR CURE PERIOD) UNDER THIS
AGREEMENT, THE LICENSE MAY BE REVOKED BY SELLER UPON WRITTEN NOTICE TO BUYER AND
SHALL IN ANY EVENT BE DEEMED REVOKED UPON TERMINATION OF THIS AGREEMENT.
BUYER
ACKNOWLEDGES AND AGREES THAT AT NO TIME PRIOR TO CLOSING SHALL IT OR ANY OF ITS
AGENTS, CONTRACTORS OR EMPLOYEES HAVE ANY DIRECT CONTACT WITH THE TENANTS OF THE
PROPERTY WITHOUT FIRST RECEIVING PRIOR WRITTEN APPROVAL THEREFOR FROM SELLER,
WHICH APPROVAL SHALL NOT BE UNREASONABLY WITHHELD, CONDITIONED OR DELAYED.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS PARAGRAPH 10.1 TO THE CONTRARY, BUYER
SHALL NOT CONDUCT ANY INVASIVE AND/OR DESTRUCTIVE TESTING, INCLUDING
ENVIRONMENTAL SAMPLING OR TESTING AT THE PROPERTY WITHOUT FIRST OBTAINING
SELLER'S PRIOR WRITTEN CONSENT, WHICH CONSENT MAY BE WITHHELD IN SELLER'S SOLE
DISCRETION.
IF SELLER GRANTS ITS CONSENT TO ANY INVASIVE TESTING, BUYER SHALL
SUBMIT TO SELLER FOR SELLER'S WRITTEN APPROVAL BUYER'S OPERATIONAL PLAN FOR
CONDUCTING THE TESTS OR INVESTIGATIONS.
SELLER MAY HAVE A REPRESENTATIVE
PRESENT DURING ANY SUCH APPROVED TESTS OR INVESTIGATIONS AND BUYER SHALL PROVIDE
SELLER WITH PRIOR NOTICE OF ANY TESTS OR INVESTIGATIONS.
10.2
INDEMNIFICATION ON ENTRIES.
BUYER SHALL INDEMNIFY, DEFEND (WITH
COUNSEL SELECTED BY SELLER), AND HOLD HARMLESS SELLER AND SELLER'S OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, MANAGERS, PROPERTY MANAGERS, ASSET
MANAGERS, ATTORNEYS, REPRESENTATIVES, SUBSIDIARY AND PARENT CORPORATIONS,
AFFILIATED ENTITIES, AND THE ABOVE PARTIES' SUCCESSORS AND ASSIGNS EXCLUDING,
HOWEVER, ANY PERSON OR ENTITY THAT HELD TITLE TO THE PROPERTY OR ANY PORTION
THEREOF PRIOR TO THE DATE THE APPLICABLE SELLER ACQUIRED TITLE THERETO (EACH, A
"PREDECESSOR IN TITLE"), AND THE PROPERTY, (ALL OF THE ABOVE PARTIES (OTHER THAN
ANY PREDECESSOR IN TITLE) AND THE PROPERTY ARE COLLECTIVELY REFERRED TO AS
"INDEMNIFIED PARTIES AND PROPERTY") FROM AND AGAINST ALL CLAIMS, LOSSES, LIENS,
LIABILITIES, DAMAGES, EXPENSES AND COSTS (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES AND COSTS) ARISING FROM OR RELATING TO THE ENTRY OF BUYER AND
ITS REPRESENTATIVES, AGENTS AND CONTRACTORS ON THE PROPERTY (WHETHER OCCURRING
BEFORE OR AFTER THE DATE HEREOF), PROVIDED, HOWEVER, THAT BUYER SHALL HAVE NO
SUCH OBLIGATIONS WITH RESPECT TO PRE-EXISTING CONDITIONS EXCEPT TO THE EXTENT
THAT BUYER EXACERBATES SUCH PRE-EXISTING CONDITIONS.
BUYER'S OBLIGATIONS UNDER
THIS PARAGRAPH SHALL SURVIVE THE CLOSING AND THE TERMINATION OF THIS AGREEMENT
AND SHALL NOT BE LIMITED BY ANY INSURANCE REQUIRED UNDER PARAGRAPH 10.3).
10.3
INSURANCE ON ENTRIES.
BUYER SHALL MAINTAIN OR CAUSE TO BE
MAINTAINED COMMERCIAL GENERAL LIABILITY INSURANCE TO COVER BUYER'S ACTIVITIES ON
THE PROPERTY.
AT LEAST TWO (2) DAYS BEFORE ENTERING ON THE PROPERTY, BUYER
SHALL DELIVER TO SELLER A CERTIFICATE OF INSURANCE EVIDENCING COMPLIANCE WITH
THE TERMS OF THIS PARAGRAPH.
THE LIABILITY INSURANCE POLICY SHALL HAVE A
COMBINED SINGLE LIMIT PER OCCURRENCE LIABILITY LIMIT OF AT LEAST $2,000,000.00
FOR