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7. DISCLAIMER OF REPRESENTATIONS OF WARRANTIES (PM015.1 N)
<br />Optionee agrees that Optionor has made no representations, warranties, or agreements as to any matters
<br />concerning the Premises, including, but without being limited to, the land, marketability of title, topography,
<br />climate, air, water, water rights, utilities, present or future zoning, soil, subsoil, hazardous substances, waste
<br />or materials, the purposes for which the Premises is suited, drainage, access to public roads, proposed routes
<br />of roads or extensions thereof or the availability of governmental permits or approvals of any kind. Optionee
<br />represents and warrants to Optionor that it and its representatives and employees have made or will make
<br />their own independent inspection and investigation of such matters concerning the Premises.
<br />8. OPTIONEE'S RIGHT TO ENTER PREMISES, INDEMNIFICATION (PM09.1.1 N)
<br />During the Option Term the Optionee and its employees, contractors, subcontractors, consultants, and
<br />agents (collectively, "Consultants") shall have the right, at Optionee's sole cost and expense, to enter onto
<br />the Premises at reasonable times to make such investigations of the Premises as the Optionee deems
<br />necessary for Optionee to prepare the hereinabove-described Preliminary Plans and Construction Contract
<br />Documents and in order to determine if the Premises is suitable for Optionee's intended development,
<br />including but not limited to invasive testing, geotechnical testing, and "Phase I" and/or "Phase If'
<br />investigations of Premises. The Optionee shall provide the Optionor with notice at least one (1) business day
<br />prior to the date of any intended entry onto the Premises. After making such tests and inspections, the
<br />Optionee shall promptly restore the Premises to its condition prior to such tests and inspections and shall
<br />provide the Optionor with any written reports delivered to Optionee as a result of such tests and inspections,
<br />but without any representation as to accuracy or the Optionor's right to rely on such reports.
<br />Optionee hereby agrees to indemnify Optionor and hold Optionor, its officers, employees and agents
<br />harmless from any loss, claims, liability, or costs arising out of or incurred by reason of such investigation;
<br />provided, however, such indemnification shall not apply to any loss, claims, liability or costs arising out of
<br />Optionee's discovery of Hazardous Materials (as such term is defined in the form of Ground Lease) on the
<br />Premises not brought to the Premises by Optionee. Whether or not this option terminates or expires,
<br />Optionee agrees to repair any and all damages caused to the Premises by reason of any such investigation or
<br />investigations, which obligation shall not include remediation of any Hazardous Materials unless such
<br />Hazardous Materials were brought to the Premises by Optionee or unless Optionee agrees to move forward
<br />with such remediation after its environmental assessment of the Property. In no case shall Optionor be
<br />responsible for the costs associated with any such remediation required for the Project.
<br />As a condition to any entry onto the Premises, Optionee shall provide evidence of insurance as stated in
<br />Section 11, entitled Insurance.
<br />9. OMITTED
<br />10. HOLD HARMLESS (PMGE10.1 S)
<br />Optionee hereby releases and waives all claims and recourse against Optionor, including the right of
<br />contribution for loss or damage of persons or property, arising from, growing out of or in any way connected
<br />with or related to the activities of the Optionee or anyone acting for or under the direction of the Optionee
<br />under this Option Agreement except and to the extent of claims arising from the negligence or misconduct of
<br />Optionor, its officers, agents, and employees. Optionee hereby agrees to indemnify, defend (with counsel
<br />8Gi4 126
<br />OPT
<br />ION AGREEMENT- CROSSROADS
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