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give Seller reasonable advance notice of such entry and shall conduct such entry and any inspections in connection therewith so as to minimize, to the greatest extent possible, interference with Seller's business and the business of Seller's tenants and in a manner reasonably acceptable to Seller. Without limiting the foregoing, prior to any entry to perform any on-site testing, Purchaser shall give Seller advance notice thereof, including the identity of the company and person(s) who will perform such testing and the proposed nature of the testing. In the event that Purchaser proposes to perform any destructive or invasive testing, Seller shall authorize or not authorize, in its sole discretion, entry for the proposed destructive or invasive testing within three (3) business days after receipt of Purchaser's advance notice. Seller's failure to provide such notice shall be deemed non authorization of the entry for the testing. Seller or its representative may be present to observe any testing or other inspection performed on the Property. Purchaser shall promptly deliver to Seller a copy of any reports relating to any testing or other inspection of the Property performed by Purchaser or its agents, employees or contractors. Purchaser shall maintain, and shall assure that its agents or contractors maintain, public liability and property damage insurance in amounts and in form and substance adequate to insure against all liability of Purchaser and its agents, employees or contractors, arising out of any entry, testing or inspections of the Property pursuant to the provisions hereof, and Purchaser shall provide Seller with evidence of such insurance coverage upon request by Seller. Seller shall be a named insured on all such policies, which shall be in form and substance reasonably acceptable to Seller. Purchaser shall indemnify and hold Seller harmless from and against any costs, damages, liabilities, losses, expenses, liens or claims (including, without limitation, reasonable attorneys' fees) arising out of or relating to any entry on the Property by Purchaser, its agents, employees or contractors in the course of performing the inspections, testing or inquiries provided for in this Agreement. The foregoing indemnity shall survive beyond the closing, or, if the sale is not consummated, beyond the termination of this Agreement. 10. CLOSING. The closing date shall be on the first business day after the date which is 30 days after the expiration of the longer of Purchaser's Certificate Period, or the Seller's Financing Period. At closing, Seller and Purchaser shall each deliver to the other usual and customary conveyancing documents. Seller will furnish to Purchaser and pay for a standard owner's title insurance policy insuring fee simple title to the Property in the amount of the Purchase Price. Title will be conveyed by a statutory special warranty deed subject only to mutually agreeable exceptions. Seller shall use its best efforts prior to closing to obtain tenant estoppel certificates and subordination, attornment and non- disturbance agreements in mutually agreeable form from each of the tenants of the Property. 11. TITLE AND SURVEY. Purchaser shall obtain, at Purchaser's sole cost and expense, a current title commitment and a survey of the Property. Purchaser shall provide Seller a copy of the survey when it has been completed. Purchaser has until the end of the Purchaser's Inspection Period to review and notify Seller in writing of any objections to title and survey. It is a condition to Purchaser's obligations to consummate the closing that Seller delivers the Property to Purchaser free and clear of all liens and encumbrances and other matters except for mutually agreeable exceptions. It is a condition of the obligation of Seller and Purchaser to consummate the closing that Seller be able to obtain L:\CMO\2004 Council Agendas\M041206\S041206B.doc