Common use of Access Conditions Clause in Contracts

Access Conditions. To conduct the Feasibility Study and Environmental Studies, Buyer and Buyer’s Designees shall have the right of access to the Property during reasonable business hours and upon twenty-four (24) hours’ advance telephonic notice to Seller. Such access shall be coordinated through Xxxx Xxxxxxxxxxx or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000, and Seller may require all such access to be supervised by Seller or Seller’s authorized representatives. All access to the Property shall be subject to the following conditions: (a) The Due Diligence Investigation shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation or requirement of any governmental or quasi‑governmental agency with jurisdiction over the Property. Buyer and Buyer’s Designees shall make commercially reasonable efforts to accommodate the requests of Seller so as to minimize interference with activities and operations being conducted on the Property by Seller. (b) Prior to entering the Property to perform its Due Diligence Investigation, Buyer shall provide to Seller a certificate of insurance showing that Buyer maintains in full force and effect a policy of commercial general liability insurance (a) covering the activities of Buyer and Buyer’s Designees in connection with the Due Diligence Investigation, (b) in an amount of not less than Two Million Dollars ($2,000,000) combined single limit per occurrence from a carrier reasonably acceptable to Seller, and (c) naming Seller as an additional insured. (c) All information supplied by Seller in the course of Buyer’s Due Diligence Investigation shall remain the property of Seller. In the event Closing does not occur or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents obtained from Seller and Seller’s agents, consultants and contractors, and at Seller’s request, shall deliver copies of all documents prepared by third parties on behalf of Buyer during the Due Diligence Investigation to the extent relating to the Property. (d) Promptly after any physical inspection of the Property, Buyer at its sole cost shall restore any damage to the Property caused by Buyer or Buyer’s Designees, to the condition that existed immediately prior to the inspection, including, without limitation, patching the surface that was disturbed by testing with material of an equivalent quality and consistency with the surrounding material; provided that, if Closing does not occur for any reason and if Buyer fails to promptly complete such restoration, then Seller may elect to restore the Property itself and to charge the reasonable cost to Buyer (who shall pay the amounts due within ten days after delivery of invoices from Seller). (e) Buyer shall not directly contact any governmental agency regarding the Property and agrees to coordinate its contacts with all governmental agencies regarding the Property through Xxxx Xxxxxxxxxxx or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000. All contacts are to include a representative of Seller. Buyer shall provide Seller (a) copies of all written communications to or from governmental authorities, and (b) at least one (1) Business Day’s prior notice of any meetings with governmental authorities, so that Seller may participate if it so chooses. Buyer shall not enter into any binding agreements related to the Property with governmental authorities prior to the Closing. Seller acknowledges that Buyer or its affiliates own other property within the Otay Ranch Project and have regular contacts with the City of Chula Vista and other governmental agencies relating to such other property. (f) Buyer shall keep confidential any non-public information delivered to Buyer by Seller and any inspection of the Property conducted by Buyer. Buyer shall not use, duplicate or disseminate any of the information for any purpose other than solely for the purpose of evaluating the Property. Buyer shall have the right to disclose any of the information only (i) to Buyer’s employees, consultants, affiliates, prospective or actual lenders and any other persons or entities having a reasonable need to know such information in connection with Buyer’s intended use of the Property, provided that Buyer has notified the third party of the confidential nature of such information or (ii) as required by law, including any securities laws and the rules of any applicable stock exchange or similar entity. Buyer shall be responsible for any breaches of confidentiality by persons to whom Buyer discloses information. If Buyer is confronted with, or is otherwise subject to, government compulsion, regulatory requirement, or legal action to disclose information received under this Agreement, Buyer shall promptly notify Seller, and shall reasonably assist Seller in obtaining a protective order requiring that any portion of the information required to be disclosed be used only for the purpose for which a court issues an order, or for such other purposes as required by law. This provision shall not apply to any information that is or becomes generally available to the public other than as a result of a breach of this provision by Buyer, that was known by Buyer prior to the date of this Agreement or that Buyer learns independently from any information provided by Seller or from any investigations conducted on the Property by or on behalf of Buyer. (g) Buyer shall not permit any mechanics’ or other liens to be filed against the Property as a result of Buyer exercising its right of entry and Buyer at its sole cost shall cause any liens so filed to be removed within ten (10) days after filing, by bond or otherwise. (h) Buyer’s obligations under this Section 3.1.5 shall survive the termination of this Agreement prior to Closing for a period of one (1) year.

Access Conditions. To conduct the Feasibility Study and Environmental Studiesits Due Diligence Investigation, Buyer and Buyer’s Designees its representatives shall have the right of access to the Property during reasonable business hours and upon twenty-four at least one (241) hoursbusiness days’ advance telephonic notice to Sellerprior notice. Such access shall be coordinated through Xxxx Xxxxxxxxxxx Seller’s authorized representative, Xxxxx Xxxx, P.E., EFI Director of Facilities (telephone number: 000-000-0000), or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000any other individual designated by Xx. Xxxx, and Seller may require all such access to be supervised by Seller or in the company of Seller’s authorized representativesrepresentative. All access to the Property This right of entry shall be subject to the following conditions: (a) The Due Diligence Investigation shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation or requirement of any governmental or quasi‑governmental quasi governmental agency (“Governmental Entity”) with jurisdiction over the Property. Buyer shall not interfere with any occupant of the Property and Buyer’s Designees shall make commercially every reasonable efforts effort to accommodate the requests of Seller Seller, tenants of the Property and any other occupants of the Property regarding conduct of the investigation so as to minimize interference with activities business operations at the Property. Buyer shall not conduct any interviews or discussions with any tenant without the prior written consent of Seller, which Seller shall not unreasonably withhold, condition, or delay, and operations being conducted on Seller shall have the Property by Selleropportunity to have a representative present during such tenant interviews or discussions. (b) Prior to entering the Property to perform its Due Diligence InvestigationInvestigation of the Retained Property or to perform the Limited Security Review, Buyer shall provide to Seller a certificate of insurance showing that Buyer maintains in full force and effect effect, a policy of commercial comprehensive general liability insurance (ai) covering the activities of Buyer and (including Buyer’s Designees employees, independent contractors and agents) in connection with the Due Diligence Investigation, (bii) in an amount of not less than Two Three Million Dollars ($2,000,0003,000,000) combined single limit per occurrence from a carrier reasonably acceptable to rated A- or better by Best’s Rating Guide, (iii) naming Seller, its officers, directors, lenders, agents and employees as additional insureds, and (civ) naming requiring at least thirty (30) days’ written notice to Seller as an additional insuredprior to cancellation or reduction in coverage. (c) All information supplied by Seller in the course of Buyer’s Due Diligence Investigation shall remain the property of Seller. In the event Closing does not occur or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents obtained from Seller and Seller’s agents; provided, consultants and contractorshowever, and at Seller’s request, shall deliver copies Buyer may retain a single copy of all such documents prepared by third parties on behalf of Buyer during the Due Diligence Investigation (other than architectural drawings and construction specifications, which must be returned to the extent relating to the PropertySeller) for archival purposes. (d) Promptly after any Any investigation or other tests involving sampling or physical inspection invasion of the Propertysurface of the Property or physical sampling are to be made by Buyer only after obtaining the express written consent of Seller, which may be withheld in Seller’s sole discretion. Seller’s authorized representative and Seller’s environmental consultants may attend any test or investigation at the Property and shall be entitled, without cost, to duplicates of any samples taken by Buyer (or, if duplicates are not reasonably attainable, Buyer at its sole cost shall restore any damage to the Property caused by Buyer or Buyer’s Designees, to the condition that existed immediately prior to the inspection, including, without limitation, patching the surface that was disturbed by testing with material of an equivalent quality and consistency with the surrounding material; provided that, if Closing does not occur for any reason and if Buyer fails to promptly complete such restoration, then Seller may elect to restore deliver the Property itself actual samples after testing) and to charge the reasonable cost to Buyer (who shall pay the amounts due within ten days after delivery of invoices from Seller). (e) Buyer shall not directly contact any governmental agency regarding the Property and agrees to coordinate its contacts with all governmental agencies regarding the Property through Xxxx Xxxxxxxxxxx or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000. All contacts are to include a representative of Seller. Buyer shall provide Seller (a) copies of all written communications to or from governmental authorities, reports and (b) at least one (1) Business Day’s prior notice of any meetings with governmental authorities, so that Seller may participate if it so chooses. Buyer shall not enter into any binding agreements related to the Property with governmental authorities prior to the Closing. Seller acknowledges that Buyer or its affiliates own other property within the Otay Ranch Project and have regular contacts with the City of Chula Vista and other governmental agencies relating to such other property. (f) Buyer shall keep confidential any non-public information delivered to Buyer by Seller and any inspection of the Property conducted by Buyer. Buyer shall not use, duplicate or disseminate any of the information for any purpose other than solely for the purpose of evaluating the Property. Buyer shall have the right to disclose any of the information only (i) to Buyer’s employees, consultants, affiliates, prospective or actual lenders and any other persons or entities having a reasonable need to know such information in connection with Buyer’s intended use of the Property, provided that Buyer has notified the third party of the confidential nature of such information or (ii) as required by law, including any securities laws and the rules of any applicable stock exchange or similar entity. Buyer shall be responsible for any breaches of confidentiality by persons to whom Buyer discloses information. If Buyer is confronted with, or is otherwise subject to, government compulsion, regulatory requirement, or legal action to disclose information received under this Agreement, Buyer shall promptly notify Seller, and shall reasonably assist Seller in obtaining a protective order requiring that any portion of the information required to be disclosed be used only for the purpose for which a court issues an order, or for such other purposes as required by law. This provision shall not apply to any information that is or becomes generally available to the public other than as a result of a breach of this provision by Buyer, that was known by Buyer prior to the date of this Agreement or that Buyer learns independently from any information provided by Seller or from any investigations conducted on the Property data prepared by or on behalf of Buyer. Buyer with respect to such sampling. Any request for consent must be delivered to Seller and its authorized representative, together with a reasonably detailed investigation plan sufficient for Seller to determine the scope and logistics of the proposed investigation, at least three (g3) Buyer shall not permit any mechanics’ business days before the desired test. Any invasive sampling or other liens to be filed against the Property as a result of Buyer exercising its right of entry and Buyer at its sole cost shall cause any liens so filed to be removed within ten (10) days after filing, by bond or otherwise. (h) Buyer’s obligations under this Section 3.1.5 shall survive the termination of this Agreement prior to Closing for a period of one (1) year.testing permitted by

Access Conditions. To conduct the Feasibility Study and Environmental Studiesits Due Diligence Investigation, Buyer and Buyer’s Designees its representatives shall have the right of access to the Property during reasonable business hours and upon twenty-four at least one (241) hours’ advance telephonic notice to Sellerbusiness days' prior notice. Such access shall be coordinated through Xxxx Xxxxxxxxxxx Seller's authorized representative, Xxxxx Xxxx, P.E., EFI Director of Facilities (telephone number: 000-000-0000), or any other individual designated by Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000Xxxx, and Seller may require all such access to be supervised by Seller or in the company of Seller’s 's authorized representativesrepresentative. All access to the Property This right of entry shall be subject to the following conditions: (a) The Due Diligence Investigation shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation or requirement of any governmental or quasi‑governmental quasi governmental agency (“Governmental Entity”) with jurisdiction over the Property. Buyer shall not interfere with Seller's business and Buyer’s Designees shall make commercially every reasonable efforts effort to accommodate the requests of Seller Seller, tenants of the Property and any other occupants of the Property regarding conduct of the investigation so as to minimize interference with activities and business operations being conducted on at the Property by SellerProperty. (b) Prior to entering the Property to perform its Due Diligence InvestigationInvestigation of the Property or the Security Review, Buyer shall provide to Seller a certificate of insurance showing that Buyer maintains in full force and effect effect, a policy of commercial comprehensive general liability insurance (ai) covering the activities of Buyer (including Buyer's employees, independent contractors and Buyer’s Designees agents) in connection with the Due Diligence Investigation, (bii) in an amount of not less than Two Three Million Dollars ($2,000,0003,000,000) combined single limit per occurrence from a carrier reasonably acceptable to rated A- or better by Best's Rating Guide, (iii) naming Seller, its officers, directors, lenders, agents and employees as additional insureds, and (civ) naming requiring at least thirty (30) days' written notice to Seller as an additional insuredprior to cancellation or reduction in coverage. (c) All information supplied by Seller in the course of Buyer’s 's Due Diligence Investigation shall remain the property of Seller. In the event Closing does not occur or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents obtained from Seller and Seller’s 's agents; provided, however, Buyer may retain a single copy of all such documents (other than architectural drawings and construction specifications, which must be returned to Seller) for archival purposes. (d) Any investigation or other tests involving sampling or physical invasion of the surface of the Property or physical sampling are to be made by Buyer only after obtaining the express written consent of Seller, which shall not be unreasonably withheld. Seller's authorized representative and Seller's environmental consultants may attend any test or investigation at the Property and contractorsshall be entitled, without cost, to duplicates of any samples taken by Buyer (or, if duplicates are not reasonably attainable, Buyer may elect to deliver the actual samples after testing) and at Seller’s request, shall deliver to copies of all documents written reports and data prepared by third parties or on behalf of Buyer with respect to such sampling. Any request for consent must be delivered to Seller and its authorized representative, together with a reasonably detailed investigation plan sufficient for Seller to determine the scope and logistics of the proposed investigation, at least three (3) business days before the desired test. Any invasive sampling or testing permitted by Seller shall be performed at Buyer's sole cost in compliance with all environmental laws and other requirements of Governmental Entities. Depending on the nature of the invasive testing or sampling, Seller may require an increase in the amount of insurance specified in Section 3.1.3(b)3.1.3(b). If in the course of its investigation, Buyer discovers any environmental condition which Buyer or its consultants or contractors believes should be reported to any Governmental Entity, Buyer shall provide to Seller full information regarding the discovery, and Seller shall assume any and all reporting obligations and shall indemnify, defend and hold Buyer, its employees, authorized agents, consultants, contractors and representatives harmless from any and all claims, Liens, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys' fees, reasonable costs of defense, and reasonable costs and expenses of all experts and consultants) (collectively referred to as “Claims”) arising directly or indirectly, in whole or in part, out of any failure of Seller to fulfill such reporting obligations, if any. If a Phase I environmental investigation report obtained during the Due Diligence Investigation Period suggests that sampling is recommended, and if Seller consents to such testing in accordance with this Section 3.1.3(d), Buyer may have additional time to review and approve in its sole and unfettered discretion the extent environmental condition of the Property (the “Environmental Due Diligence Investigation”) for such additional period of time (the “Environmental Diligence Period”) as is reasonably required to obtain permits for such testing and to obtain the results and analysis thereof; provided that (i) Buyer has approved all other matters relating to the Property other than the Property's environmental condition prior to expiration of the Due Diligence Period, and (ii) in no event shall the Environmental Diligence Period extend beyond the date that is ten (10) business days prior to the Outside Closing Date (as defined in Section 9.1). (de) Promptly after any physical inspection of the Property, if any damage to the Property has resulted from such physical inspection, Buyer at its sole cost shall restore any damage to the Property caused by Buyer or Buyer’s Designees, to the condition that existed immediately prior to the such inspection, including, without limitation, patching the surface that was disturbed by testing with material of an equivalent quality and consistency with the surrounding material; provided that, if the Closing does not occur for any reason and if Buyer fails to promptly complete such restorationreason, then Seller may elect to restore the Property itself and to charge the reasonable cost thereof to Buyer (who shall pay the amounts amount due within ten thirty (30) days after delivery of invoices an invoice from Seller). (e) Buyer shall not directly contact any governmental agency regarding the Property and agrees to coordinate its contacts with all governmental agencies regarding the Property through Xxxx Xxxxxxxxxxx or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000. All contacts are to include a representative of Seller. Buyer shall provide Seller (a) copies of all written communications to or from governmental authorities, and (b) at least one (1) Business Day’s prior notice of any meetings with governmental authorities, so that Seller may participate if it so chooses. Buyer shall not enter into any binding agreements related to the Property with governmental authorities prior to the Closing. Seller acknowledges that Buyer or its affiliates own other property within the Otay Ranch Project and have regular contacts with the City of Chula Vista and other governmental agencies relating to such other property. (f) Buyer shall keep confidential any non-public information delivered to Buyer by Seller and any inspection of the Property conducted by Buyer. Buyer shall not use, duplicate or disseminate any of the information for any purpose other than solely for the purpose of evaluating the Property. Buyer shall have the right to disclose any of the information only (i) to Buyer’s employees, consultants, affiliates, prospective or actual lenders and any other persons or entities having a reasonable need to know such information in connection with Buyer’s intended use of the Property, provided that Buyer has notified the third party of the confidential nature of such information or (ii) as required by law, including any securities laws and the rules of any applicable stock exchange or similar entity. Buyer shall be responsible for any breaches of confidentiality by persons to whom Buyer discloses information. If Buyer is confronted with, or is otherwise subject to, government compulsion, regulatory requirement, or legal action to disclose information received under this Agreement, Buyer shall promptly notify Seller, and shall reasonably assist Seller in obtaining a protective order requiring that any portion of the information required to be disclosed be used only for the purpose for which a court issues an order, or for such other purposes as required by law. This provision shall not apply to any information that is or becomes generally available to the public other than as a result of a breach of this provision by Buyer, that was known by Buyer prior to the date of this Agreement or that Buyer learns independently from any information provided by Seller or from any investigations conducted on the Property by or on behalf of Buyer. (g) Buyer shall not permit any mechanics’ ' or other liens Liens to be filed against the Property as a result of Buyer exercising its right of entry entry, and Buyer at its sole cost shall cause any liens Liens (as defined in Section 5.9) so filed to be removed within ten five (105) days after filingwritten notice from Seller, by bond or otherwise. (hg) Buyer’s 's obligations under this Section 3.1.5 3.1.33.1.3 shall survive the termination of this Agreement prior to Closing for a period of one (1) yearClosing.

Access Conditions. To conduct the Feasibility Study and Environmental Studiesits Due Diligence Investigation, Buyer and Buyer’s Designees its representatives shall have the right of access to the Property during reasonable business hours and upon twenty-four at least one (241) hoursbusiness days’ advance telephonic notice to Sellerprior notice. Such access shall be coordinated through Xxxx Xxxxxxxxxxx Seller’s authorized representative, Xxxxx Xxxx, P.E., EFI Director of Facilities (telephone number: 000-000-0000), or any other individual designated by Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000Xxxx, and Seller may require all such access to be supervised by Seller or in the company of Seller’s authorized representativesrepresentative. All access to the Property This right of entry shall be subject to the following conditions: (a) The Due Diligence Investigation shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation or requirement of any governmental or quasi‑governmental quasi governmental agency (“Governmental Entity”) with jurisdiction over the Property. Buyer shall not interfere with Seller’s business and Buyer’s Designees shall make commercially every reasonable efforts effort to accommodate the requests of Seller Seller, tenants of the Property and any other occupants of the Property regarding conduct of the investigation so as to minimize interference with activities and business operations being conducted on at the Property by SellerProperty. (b) Prior to entering the Property to perform its Due Diligence InvestigationInvestigation of the Property or the Security Review, Buyer shall provide to Seller a certificate of insurance showing that Buyer maintains in full force and effect effect, a policy of commercial comprehensive general liability insurance (ai) covering the activities of Buyer and (including Buyer’s Designees employees, independent contractors and agents) in connection with the Due Diligence Investigation, (bii) in an amount of not less than Two Three Million Dollars ($2,000,0003,000,000) combined single limit per occurrence from a carrier reasonably acceptable to rated A- or better by Best’s Rating Guide, (iii) naming Seller, its officers, directors, lenders, agents and employees as additional insureds, and (civ) naming requiring at least thirty (30) days’ written notice to Seller as an additional insuredprior to cancellation or reduction in coverage. (c) All information supplied by Seller in the course of Buyer’s Due Diligence Investigation shall remain the property of Seller. In the event Closing does not occur or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents obtained from Seller and Seller’s agents; provided, consultants and contractorshowever, and at Seller’s request, shall deliver copies Buyer may retain a single copy of all such documents prepared by third parties on behalf of Buyer during the Due Diligence Investigation (other than architectural drawings and construction specifications, which must be returned to the extent relating to the PropertySeller) for archival purposes. (d) Promptly after any Any investigation or other tests involving sampling or physical inspection invasion of the Propertysurface of the Property or physical sampling are to be made by Buyer only after obtaining the express written consent of Seller, which shall not be unreasonably withheld. Seller’s authorized representative and Seller’s environmental consultants may attend any test or investigation at the Property and shall be entitled, without cost, to duplicates of any samples taken by Buyer (or, if duplicates are not reasonably attainable, Buyer at its sole cost shall restore any damage to the Property caused by Buyer or Buyer’s Designees, to the condition that existed immediately prior to the inspection, including, without limitation, patching the surface that was disturbed by testing with material of an equivalent quality and consistency with the surrounding material; provided that, if Closing does not occur for any reason and if Buyer fails to promptly complete such restoration, then Seller may elect to restore deliver the Property itself actual samples after testing) and to charge the reasonable cost to Buyer (who shall pay the amounts due within ten days after delivery of invoices from Seller). (e) Buyer shall not directly contact any governmental agency regarding the Property and agrees to coordinate its contacts with all governmental agencies regarding the Property through Xxxx Xxxxxxxxxxx or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000. All contacts are to include a representative of Seller. Buyer shall provide Seller (a) copies of all written communications to or from governmental authorities, reports and (b) at least one (1) Business Day’s prior notice of any meetings with governmental authorities, so that Seller may participate if it so chooses. Buyer shall not enter into any binding agreements related to the Property with governmental authorities prior to the Closing. Seller acknowledges that Buyer or its affiliates own other property within the Otay Ranch Project and have regular contacts with the City of Chula Vista and other governmental agencies relating to such other property. (f) Buyer shall keep confidential any non-public information delivered to Buyer by Seller and any inspection of the Property conducted by Buyer. Buyer shall not use, duplicate or disseminate any of the information for any purpose other than solely for the purpose of evaluating the Property. Buyer shall have the right to disclose any of the information only (i) to Buyer’s employees, consultants, affiliates, prospective or actual lenders and any other persons or entities having a reasonable need to know such information in connection with Buyer’s intended use of the Property, provided that Buyer has notified the third party of the confidential nature of such information or (ii) as required by law, including any securities laws and the rules of any applicable stock exchange or similar entity. Buyer shall be responsible for any breaches of confidentiality by persons to whom Buyer discloses information. If Buyer is confronted with, or is otherwise subject to, government compulsion, regulatory requirement, or legal action to disclose information received under this Agreement, Buyer shall promptly notify Seller, and shall reasonably assist Seller in obtaining a protective order requiring that any portion of the information required to be disclosed be used only for the purpose for which a court issues an order, or for such other purposes as required by law. This provision shall not apply to any information that is or becomes generally available to the public other than as a result of a breach of this provision by Buyer, that was known by Buyer prior to the date of this Agreement or that Buyer learns independently from any information provided by Seller or from any investigations conducted on the Property data prepared by or on behalf of Buyer with respect to such sampling. Any request for consent must be delivered to Seller and its authorized representative, together with a reasonably detailed investigation plan sufficient for Seller to determine the scope and logistics of the proposed investigation, at least three (3) business days before the desired test. Any invasive sampling or testing permitted by Seller shall be performed at Buyer. (g) Buyer shall not permit any mechanics’ or other liens to be filed against the Property as a result of Buyer exercising its right of entry and Buyer at its ’s sole cost shall cause any liens so filed to be removed within ten (10) days after filingin compliance with all environmental laws and other requirements of Governmental Entities. Depending on the nature of the invasive testing or sampling, by bond or otherwise. (h) Buyer’s obligations under this Seller may require an increase in the amount of insurance specified in Section 3.1.5 shall survive the termination of this Agreement prior to Closing for a period of one (1) year.3.1.3

Access Conditions. To conduct the Feasibility Study and Environmental Studiesits Due Diligence Investigation, Buyer and Buyer’s Designees its representatives shall have the right of access to the Property during reasonable business hours and upon twenty-four at least one (241) hoursbusiness days’ advance telephonic notice to Sellerprior notice. Such access shall be coordinated through Xxxx Xxxxxxxxxxx Seller’s authorized representative, Xxxxx Xxxx, P.E., EFI Director of Facilities (telephone number: 000-000-0000), or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000any other individual designated by Xx. Xxxx, and Seller may require all such access to be supervised by Seller or in the company of Seller’s authorized representativesrepresentative. All access to the Property This right of entry shall be subject to the following conditions: (a) The Due Diligence Investigation shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation or requirement of any governmental or quasi‑governmental quasi governmental agency (“Governmental Entity”) with jurisdiction over the Property. Buyer shall not interfere with any occupant of the Property and Buyer’s Designees shall make commercially every reasonable efforts effort to accommodate the requests of Seller Seller, tenants of the Property and any other occupants of the Property regarding conduct of the investigation so as to minimize interference with activities business operations at the Property. Buyer shall not conduct any interviews or discussions with any tenant without the prior written consent of Seller, which Seller shall not unreasonably withhold, condition, or delay, and operations being conducted on Seller shall have the Property by Selleropportunity to have a representative present during such tenant interviews or discussions. (b) Prior to entering the Property to perform its Due Diligence InvestigationInvestigation of the Retained Property or to perform the Limited Security Review, Buyer shall provide to Seller a certificate of insurance showing that Buyer maintains in full force and effect effect, a policy of commercial comprehensive general liability insurance (ai) covering the activities of Buyer and (including Buyer’s Designees employees, independent contractors and agents) in connection with the Due Diligence Investigation, (bii) in an amount of not less than Two Three Million Dollars ($2,000,0003,000,000) combined single limit per occurrence from a carrier reasonably acceptable to rated A- or better by Best’s Rating Guide, (iii) naming Seller, its officers, directors, lenders, agents and employees as additional insureds, and (civ) naming requiring at least thirty (30) days’ written notice to Seller as an additional insuredprior to cancellation or reduction in coverage. (c) All information supplied by Seller in the course of Buyer’s Due Diligence Investigation shall remain the property of Seller. In the event Closing does not occur or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents obtained from Seller and Seller’s agents; provided, consultants however, Buyer may retain a single copy of all such documents (other than architectural drawings and contractorsconstruction specifications, and at which must be returned to Seller) for archival purposes. (d) Any investigation or other tests involving sampling or physical invasion of the surface of the Property or physical sampling are to be made by Buyer only after obtaining the express written consent of Seller, which may be withheld in Seller’s requestsole discretion. Seller’s authorized representative and Seller’s environmental consultants may attend any test or investigation at the Property and shall be entitled, shall without cost, to duplicates of any samples taken by Buyer (or, if duplicates are not reasonably attainable, Buyer may elect to deliver the actual samples after testing) and to copies of all documents written reports and data prepared by third parties or on behalf of Buyer with respect to such sampling. Any request for consent must be delivered to Seller and its authorized representative, together with a reasonably detailed investigation plan sufficient for Seller to determine the scope and logistics of the proposed investigation, at least three (3) business days before the desired test. Any invasive sampling or testing permitted by Seller shall be performed at Buyer’s sole cost in compliance with all environmental laws and other requirements of Governmental Entities. Depending on the nature of the invasive testing or sampling, Seller may require an increase in the amount of insurance specified in Section 3.1.3(b). If in the course of its investigation, Buyer discovers any environmental condition which Buyer or its consultants or contractors believes should be reported to any Governmental Entity, Buyer shall provide to Seller full information regarding the discovery, and Seller shall assume any and all reporting obligations and shall indemnify, defend and hold Buyer, its employees, authorized agents, consultants, contractors and representatives harmless from any and all claims, Liens, demands, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, and all costs and expenses incurred in connection therewith (including, without limitation, reasonable attorneys’ fees, reasonable costs of defense, and reasonable costs and expenses of all experts and consultants) (collectively referred to as “Claims”) arising directly or indirectly, in whole or in part, out of any failure of Seller to fulfill such reporting obligations, if any. If a Phase I environmental investigation report obtained during the Due Diligence Investigation Period suggests that sampling is recommended, and if Seller consents to such testing in accordance with this Section 3.1.3(d), Buyer may have additional time to review and approve in its sole and unfettered discretion the extent environmental condition of the Property for such additional period of time (the “Environmental Diligence Period”) as is reasonably required to obtain permits for such testing and to obtain the results and analysis thereof; provided that (i) Buyer has approved all other matters relating to the Property other than the Property’s environmental condition prior to expiration of the Due Diligence Period, and (ii) in no event shall the Environmental Diligence Period extend beyond December 30, 2008 without the prior written consent of Seller. (de) Promptly after any physical inspection of the Property, if any damage to the Property has resulted from such physical inspection, Buyer at its sole cost shall restore any damage to the Property caused by Buyer or Buyer’s Designees, to the condition that existed immediately prior to the such inspection, including, without limitation, patching the surface that was disturbed by testing with material of an equivalent quality and consistency with the surrounding material; provided that, if the Closing does not occur for any reason and if Buyer fails to promptly complete such restorationreason, then Seller may elect to restore the Property itself and to charge the reasonable cost thereof to Buyer (who shall pay the amounts amount due within ten thirty (30) days after delivery of invoices an invoice from Seller). (e) Buyer shall not directly contact any governmental agency regarding the Property and agrees to coordinate its contacts with all governmental agencies regarding the Property through Xxxx Xxxxxxxxxxx or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000. All contacts are to include a representative of Seller. Buyer shall provide Seller (a) copies of all written communications to or from governmental authorities, and (b) at least one (1) Business Day’s prior notice of any meetings with governmental authorities, so that Seller may participate if it so chooses. Buyer shall not enter into any binding agreements related to the Property with governmental authorities prior to the Closing. Seller acknowledges that Buyer or its affiliates own other property within the Otay Ranch Project and have regular contacts with the City of Chula Vista and other governmental agencies relating to such other property. (f) Buyer shall keep confidential any non-public information delivered to Buyer by Seller and any inspection of the Property conducted by Buyer. Buyer shall not use, duplicate or disseminate any of the information for any purpose other than solely for the purpose of evaluating the Property. Buyer shall have the right to disclose any of the information only (i) to Buyer’s employees, consultants, affiliates, prospective or actual lenders and any other persons or entities having a reasonable need to know such information in connection with Buyer’s intended use of the Property, provided that Buyer has notified the third party of the confidential nature of such information or (ii) as required by law, including any securities laws and the rules of any applicable stock exchange or similar entity. Buyer shall be responsible for any breaches of confidentiality by persons to whom Buyer discloses information. If Buyer is confronted with, or is otherwise subject to, government compulsion, regulatory requirement, or legal action to disclose information received under this Agreement, Buyer shall promptly notify Seller, and shall reasonably assist Seller in obtaining a protective order requiring that any portion of the information required to be disclosed be used only for the purpose for which a court issues an order, or for such other purposes as required by law. This provision shall not apply to any information that is or becomes generally available to the public other than as a result of a breach of this provision by Buyer, that was known by Buyer prior to the date of this Agreement or that Buyer learns independently from any information provided by Seller or from any investigations conducted on the Property by or on behalf of Buyer. (g) Buyer shall not permit any mechanics’ or other liens Liens to be filed against the Property as a result of Buyer exercising its right of entry entry, and Buyer at its sole cost shall cause any liens Liens (as defined in Section 5.8) so filed to be removed within ten five (105) days after filingwritten notice from Seller, by bond or otherwise. (hg) Buyer’s obligations under this Section 3.1.5 3.1.3 shall survive the termination of this Agreement prior to Closing for a period of one (1) yearClosing.

Access Conditions. To conduct the Feasibility Study and Environmental Studiesits Due Diligence Investigation, Buyer and Buyer’s Designees its representatives shall have the right of access to the Property during reasonable business hours and upon twenty-four at least one (241) hoursbusiness days’ advance telephonic notice to Sellerprior notice. Such access shall be coordinated through Xxxx Xxxxxxxxxxx Seller’s authorized representative, Xxxxx Xxxx, P.E., EFI Director of Facilities (telephone number: 000-000-0000), or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000any other individual designated by Xx. Xxxx, and Seller may require all such access to be supervised by Seller or in the company of Seller’s authorized representativesrepresentative. All access to the Property This right of entry shall be subject to the following conditions: (a) The Due Diligence Investigation shall be conducted in full compliance with each law, zoning restriction, ordinance, rule, regulation or requirement of any governmental or quasi‑governmental quasi governmental agency (“Governmental Entity”) with jurisdiction over the Property. Buyer shall not interfere with any occupant of the Property and Buyer’s Designees shall make commercially every reasonable efforts effort to accommodate the requests of Seller Seller, tenants of the Property and any other occupants of the Property regarding conduct of the investigation so as to minimize interference with activities business operations at the Property. Buyer shall not conduct any interviews or discussions with any tenant without the prior written consent of Seller, which Seller shall not unreasonably withhold, condition, or delay, and operations being conducted on Seller shall have the Property by Selleropportunity to have a representative present during such tenant interviews or discussions. (b) Prior to entering the Property to perform its Due Diligence InvestigationInvestigation of the Retained Property or to perform the Limited Security Review, Buyer shall provide to Seller a certificate of insurance showing that Buyer maintains in full force and effect effect, a policy of commercial comprehensive general liability insurance (ai) covering the activities of Buyer and (including Buyer’s Designees employees, independent contractors and agents) in connection with the Due Diligence Investigation, (bii) in an amount of not less than Two Three Million Dollars ($2,000,0003,000,000) combined single limit per occurrence from a carrier reasonably acceptable to rated A- or better by Best’s Rating Guide, (iii) naming Seller, its officers, directors, lenders, agents and employees as additional insureds, and (civ) naming requiring at least thirty (30) days’ written notice to Seller as an additional insuredprior to cancellation or reduction in coverage. (c) All information supplied by Seller in the course of Buyer’s Due Diligence Investigation shall remain the property of Seller. In the event Closing does not occur or this Agreement is terminated for any reason, Buyer shall promptly return to Seller all documents obtained from Seller and Seller’s agents; provided, consultants however, Buyer may retain a single copy of all such documents (other than architectural drawings and contractorsconstruction specifications, and at which must be returned to Seller) for archival purposes. (d) Any investigation or other tests involving sampling or physical invasion of the surface of the Property or physical sampling are to be made by Buyer only after obtaining the express written consent of Seller, which may be withheld in Seller’s requestsole discretion. Seller’s authorized representative and Seller’s environmental consultants may attend any test or investigation at the Property and shall be entitled, shall without cost, to duplicates of any samples taken by Buyer (or, if duplicates are not reasonably attainable, Buyer may elect to deliver the actual samples after testing) and to copies of all documents written reports and data prepared by third parties or on behalf of Buyer during with respect to such sampling. Any request for consent must be delivered to Seller and its authorized representative, together with a reasonably detailed investigation plan sufficient for Seller to determine the scope and logistics of the proposed investigation, at least three (3) business days before the desired test. Any invasive sampling or testing permitted by Seller shall be performed at Buyer’s sole cost in compliance with all environmental laws and other requirements of Governmental Entities. Depending on the nature of the invasive testing or sampling, Seller may require an increase in the amount of insurance specified in Section 3.1.3(b). (i) Buyer has approved all other matters relating to the Property other than the Property’s environmental condition prior to expiration of the Due Diligence Investigation to Period, and (ii) in no event shall the extent relating to Environmental Diligence Period extend beyond December 30, 2008 without the Propertyprior written consent of Seller. (de) Promptly after any physical inspection of the Property, if any damage to the Property has resulted from such physical inspection, Buyer at its sole cost shall restore any damage to the Property caused by Buyer or Buyer’s Designees, to the condition that existed immediately prior to the such inspection, including, without limitation, patching the surface that was disturbed by testing with material of an equivalent quality and consistency with the surrounding material; provided that, if the Closing does not occur for any reason and if Buyer fails to promptly complete such restorationreason, then Seller may elect to restore the Property itself and to charge the reasonable cost thereof to Buyer (who shall pay the amounts amount due within ten thirty (30) days after delivery of invoices an invoice from Seller). (e) Buyer shall not directly contact any governmental agency regarding the Property and agrees to coordinate its contacts with all governmental agencies regarding the Property through Xxxx Xxxxxxxxxxx or Xxxxx Xxxxxxx of Trimont Real Estate Advisors, having an address of 0 Xxxx Xxxxx, #000, Xxxxxx, XX 00000. All contacts are to include a representative of Seller. Buyer shall provide Seller (a) copies of all written communications to or from governmental authorities, and (b) at least one (1) Business Day’s prior notice of any meetings with governmental authorities, so that Seller may participate if it so chooses. Buyer shall not enter into any binding agreements related to the Property with governmental authorities prior to the Closing. Seller acknowledges that Buyer or its affiliates own other property within the Otay Ranch Project and have regular contacts with the City of Chula Vista and other governmental agencies relating to such other property. (f) Buyer shall keep confidential any non-public information delivered to Buyer by Seller and any inspection of the Property conducted by Buyer. Buyer shall not use, duplicate or disseminate any of the information for any purpose other than solely for the purpose of evaluating the Property. Buyer shall have the right to disclose any of the information only (i) to Buyer’s employees, consultants, affiliates, prospective or actual lenders and any other persons or entities having a reasonable need to know such information in connection with Buyer’s intended use of the Property, provided that Buyer has notified the third party of the confidential nature of such information or (ii) as required by law, including any securities laws and the rules of any applicable stock exchange or similar entity. Buyer shall be responsible for any breaches of confidentiality by persons to whom Buyer discloses information. If Buyer is confronted with, or is otherwise subject to, government compulsion, regulatory requirement, or legal action to disclose information received under this Agreement, Buyer shall promptly notify Seller, and shall reasonably assist Seller in obtaining a protective order requiring that any portion of the information required to be disclosed be used only for the purpose for which a court issues an order, or for such other purposes as required by law. This provision shall not apply to any information that is or becomes generally available to the public other than as a result of a breach of this provision by Buyer, that was known by Buyer prior to the date of this Agreement or that Buyer learns independently from any information provided by Seller or from any investigations conducted on the Property by or on behalf of Buyer. (g) Buyer shall not permit any mechanics’ or other liens Liens to be filed against the Property as a result of Buyer exercising its right of entry entry, and Buyer at its sole cost shall cause any liens Liens (as defined in Section 5.8) so filed to be removed within ten five (105) days after filingwritten notice from Seller, by bond or otherwise. (hg) Buyer’s obligations under this Section 3.1.5 3.1.3 shall survive the termination of this Agreement prior to Closing for a period of one (1) yearClosing.