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liabilities,claims, demands, and causes of action(together with any reasonable legal fees and <br /> other costs and expenses incurred by the Indemnified Parties in connection therewith), resulting <br /> from any entry on the Property by Prospective Purchaser or its agents, contractors, or other <br /> representatives, including,without Iimitation, any losses,damages, expenses, liabilities,claims, <br /> demands,and causes of action resulting,or alleged to be resulting, from personal injury or death, <br /> or property damage,or mechanic's or materiahnen's liens,provided the foregoing indemnity will <br /> not cover any loss in value of the Property, or other damages of Owner arising from any pre- <br /> existing condition, so long as Prospective Purchaser and its contractors and agents act exercise <br /> reasonable care in accordance with professional standards of conduct applicable to such <br /> investigations,and do not exacerbate any pre-existing condition by their failure to adhere to such <br /> professional standards. Furthermore, the foregoing indemnity shall not cover any loss or damage <br /> caused by the acts or omissions of Owner or its agents <br /> 7. Prospective Purchaser's right to test and inspect the Property granted herein shall <br /> terminate at 5:00 pm(pacific time) on February 28,2013. <br /> 8. No action or proceeding brought or instituted under this Agreement and no <br /> recovery made as a result thereon shall be a bar or defense to any further action or proceeding <br /> under this Agreement <br /> 9. This Agreement may be amended or modified only by a written instrument <br /> executed by both Prospective Purchaser and Owner.Notwithstanding the foregoing, Prospective <br /> Purchaser may assign its rights under this Agreement to any affiliate of Prospective Purchaser <br /> with written notice to Owner. <br /> 10. This Agreement and the provisions herein shall be interpreted, construed, and <br /> enforced in accordance with the laws of the state in which the Property is located. <br /> 11. This Agreement may be executed by facsimile or by electronic transmission <br /> (including pdf/e-mail)and in identical counterpart copies,each of which shall be an original, but <br /> all of which taken together shall constitute one and the same Agreement. <br /> [SIGNATURES ON THE FOLLOWING PAGE] <br /> 305762882.3 -2- <br />