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employees and agents who clearly need access in order to participate on behalf of the Buyer in the analysis of the extent of any contamination on the Property. b. Prior to any entry on the Property, Buyer shall cause each of its independent contractors to provide Seller a certificate of insurance evidencing that there is in effect comprehensive general liability insurance coverage with policy limits of not less than One Million Dollars ($1,000,000.00) per occurrence. Each such certificate shall name Seller as an additional insured. c. Buyer shall indemnify, defend, and hold Seller harmless (collectively "Buyer's Indemnity Obligation") from any liability, claim, damages, loss, or expense Seller may suffer or incur which arises out of such Property investigations. Buyer's Indemnity Obligation shall survive (i) the termination of this Agreement and/or (ii) the Close of Escrow and the delivery of the Grant Deed, and shall not be limited in any way by the provisions of paragraph 20 (Liquidated Damages). 10. Buyer's Covenants. Buyer covenants that: a. Buyer shall not take any action with respect to the Property, which would result in the creation of any lien or encumbrance against the Property. b. Buyer shall not request any permit affecting the Property or any change in the zoning or general plan designation of the Property, including, without limitation, any variance or special or conditional use permit, which would become effective prior to the Close of Escrow. c. If Buyer fails to close escrow, Buyer shall furnish to Seller at no cost to Seller, copies of all reports, analyses, studies pertaining to the Property or the like within seven (7) days after the Scheduled Closing Date. 11. Buyer's Contingencies. Buyer's obligation to perform under this Agreement is contingent upon Buyer's written approval or written waiver of each of the following contingencies: (l) Buyer's investigation, review and approval of (i) the environmental and physical condition of the Property; (ii) all zoning and land use matters relating to the Property or any other laws affecting the Property or its use; and (iii) approval of all contracts affecting the Property. (2) Buyer's approval ofthe status oftitle to the Property as shown on the Preliminary Report issued by the Title Company and documents creating or evidencing any exceptions to title noted in the Preliminary Report. (a) As soon as reasonably practicable after the Agreement Date, Escrow Holder shall prepare and forward to Buyer and Seller a Preliminary Report with respect to the Property and a copy of all exceptions shown therein, together with the legal description ofthe Property. Buyer shall have until the tenth (lOth) day after the delivery to Buyer of the Preliminary Report and documents creating or evidencing any exceptions to title noted therein within which to notify Seller in writing of any exceptions which Buyer disapproves (the "Disapproved Title Matters"). Seller shall remove all monetary exceptions at the Close of Escrow. 11417.00002\BGLllil\1225060.5 4 "T T· ! ' ..