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its obligations under this Agreement. The Developer also has the right at all <br />reasonable times to inspect the books, records and all other documentation of the <br />Agency pertaining to its obligations under this Agreement. Said rights of inspection <br />shall terminate upon the issuance of the Certificate of Completion with respect to the <br />Agency's inspection of Developer's books and records. <br />3.06 Provision Not Merged With Deeds. <br />None of the provisions of this Agreement are intended to or shall be merged by <br />any Grant Deed transferring title to any real property the subject of this Agreement <br />from Agency to Developer or any successor in interest, and any such Grant Deed <br />shall not be deemed to affect or impair the provisions and covenants of this <br />Agreement. <br />3.07 Indemnity by Developer. <br />(a) Except as provided in Section 3.08 of this Part, Developer shall <br />defend, indemnify, and hold harmless the Agency for any claim against the Agency of <br />any nature whatsoever arising out of or in connection with Developer's purported acts <br />or omissions on or about, or Developer's occupancy or use of, the Property or <br />Developer's performance or non-performance under or with respect to this <br />Agreement, except to the extent any such claim arises out of or in connection with <br />the Agency's purported acts or omissions on, about or with respect to the Property or <br />the Agency's performance or non-performance under or with respect to this <br />Agreement. If any such claim is attributable to an action or omission of Developer's <br />construction contractor, such contractor shall also defend, indemnify and hold <br />harmless the Agency against such claim arising out of or in connection with <br />Developer's construction contractor's purported acts or omissions on or about, or <br />Developer's construction contractor's occupancy or use of, the Property or Developer's <br />construction contractor's performance or non-performance under or with respect to <br />this Agreement, except to the extent any such claim arises out of or in connection <br />with the Agency's purported acts or omissions on, about or with respect to the <br />Property or the Agency's performance or non-performance under or with respect to <br />this Agreement. <br />(b) Upon knowledge of any such claim, the Agency shall notify the <br />Developer and its construction contractor of such claim in writing. Upon receipt of <br />such written notice, Developer, and, if applicable, its construction contractor, shall <br />defend at their own expense any suit based on such claim. Such defense shall include <br />uisposmon auu "cv==uF--""' Draft December 4, 1997 <br />Agreement - Vanuatu Properties <br />