Common use of Access to the Project Clause in Contracts

Access to the Project. 9.1 At all reasonable times from and after the Effective Date, each Contributor shall afford Purchasers and their representatives, upon twenty-four (24) hours prior notice, full and free access to its Project, the employees at the Project, all files, Tenant Leases, documents, information and other information as specified throughout this Agreement with respect to operational matters, and the right to inspect its Project. Additionally, Purchasers may deliver to each Project’s property manager or, upon request, Contributors shall deliver to each Project’s property manager, that certain 2368068.4 Manager Checklist / Questionnaire in the form set forth on Schedule 9.1 attached hereto, with a request that each Project’s property manager complete and execute such Manager Checklist / Questionnaire to the best of his or her knowledge prior to Closing. Notwithstanding anything to the contrary in this Agreement, the failure of any Project’s property manager to complete the Manager Checklist / Questionnaire shall not constitute a breach by Contributors and the Closing of the transaction contemplated under this Agreement is not conditioned upon the completion of any such Manager Checklist / Questionnaire. Upon the completion of such activities, each Purchaser, at its sole expense, shall promptly restore the Project to its former condition in all substantial respects. The results of any environmental testing and inspections done prior to the Effective Date shall be treated as strictly confidential by Purchasers and the same shall not be disclosed to any third party or governmental entity without the written consent of Contributors; provided, however, that such reports and results may be disclosed to Purchaser’s consultants, attorneys, lenders and insurance companies. Purchasers shall defend, indemnify and hold Contributors harmless from and against any and all claims, demands, losses, costs and/or liabilities associated with damage or injury to any person, property or the Projects caused by or attributable to the actions or negligence of Purchasers and/or its contractors, representatives or other agents while they are on the Projects pursuant to this Section or otherwise. Purchasers shall take the necessary steps to ensure that its contractors and agents have and maintain appropriate insurance policies related to (1) commercial general liability, including contractual liability, and (2) professional errors and omissions liability, including contractors’ pollution liability. The obligations of Purchasers set forth in this Section 9.1 shall survive the termination of this Agreement or the Closing Date. 9.2 SCOLP shall have the right, at its expense, to cause its accountant to prepare audited financial statements of each Contributor and its operations at its Project for the two (2) calendar years preceding the Closing Date, and for the period from January 1st through the calendar month preceding the Closing Date, and the Contributors shall cooperate and assist in all respects with the preparation of the audited financial statements. Contributors shall furnish to SCOLP and its accountants all financial and other information in its possession or control related to the Projects to enable such accountants to prepare audited financial statements in conformity with Regulation S-X promulgated by the SEC and any registration statement, report or disclosure statement filed with, and any rule issued by, the SEC. Contributors also shall provide a signed representation letter as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants which representation letter is required to enable an independent public accountant to render an opinion on such financial statements, and shall comply with and perform in accordance with terms of the customary engagement letter, the form of which is attached hereto as Exhibit BB. 9.3 SCOLP shall have the right, in its sole discretion, at any time after the Effective Date and prior to Closing, to prepare and record against the Projects affidavits or memorandums of interest reflecting its right to acquire the Projects pursuant to the terms of this Contribution Agreement.

Access to the Project. 9.1 At all reasonable times from and after the Effective Datedate hereof, each Contributor and subject to the terms and conditions of that certain Confidentiality Agreement dated April 4, 2012 and that certain Access and Indemnity Agreement dated June 7, 2012, the Contributors shall afford Purchasers SCOLP and their representatives, upon twenty-four (24) hours prior notice, its representatives full and free access to its each Project, the employees at the Projectincluding, all filesbut not limited to, Tenant Leases, documents, information and other information as specified throughout this Agreement with respect to operational matters, and the right to conduct non-invasive environmental, soil, engineering and other tests and to inspect its the mechanical, plumbing and utility systems located at each Project, together with all other aspects of each Project. AdditionallyIn no event shall SCOLP or its agents or representatives conduct any Phase II type environmental testing without first obtaining Contributors’ prior written notice, Purchasers which consent may deliver to each Project’s property manager or, upon request, Contributors shall deliver to each Project’s property manager, that certain 2368068.4 Manager Checklist / Questionnaire be withheld in the form set forth on Schedule 9.1 attached hereto, with a request that each Project’s property manager complete and execute such Manager Checklist / Questionnaire to the best of his or her knowledge prior to Closing. Notwithstanding anything to the contrary in this Agreement, the failure of any Project’s property manager to complete the Manager Checklist / Questionnaire shall not constitute a breach by Contributors and the Closing of the transaction contemplated under this Agreement is not conditioned upon the completion of any such Manager Checklist / QuestionnaireContributors’ reasonable discretion. Upon the completion of such activities, each PurchaserSCOLP, at its sole expense, shall promptly restore the each Project to its former condition in all substantial respectsrespects and repair any damage caused by SCOLP or its agents or representatives. The results of any environmental testing and inspections done prior to the Effective Date shall be treated as strictly confidential by Purchasers and the same shall not be disclosed to any third party or governmental entity without the written consent of Contributors; provided, however, that such reports and results may be disclosed to Purchaser’s consultants, attorneys, lenders and insurance companies. Purchasers SCOLP shall defend, indemnify and hold Contributors harmless from and against any and all claims, demands, losses, costs and/or liabilities associated with damage or injury to any person, property or the Projects any Project caused by or attributable to the actions actions, omissions or negligence of Purchasers SCOLP and/or its contractors, representatives or other agents while they are on the Projects pursuant to this Section or otherwise. Purchasers SCOLP shall take the necessary steps to ensure that its contractors and agents have and maintain appropriate insurance policies related to (1) commercial general liability, including contractual liability, and (2) professional errors and omissions liability, including contractors’ pollution liability. Prior to entering the Projects, SCOLP shall provide Contributors with insurance certificates evidencing its general liability coverage with minimums reasonably satisfactory to Contributors and naming each of the Contributors as additional insureds and prior to permitting any of its representatives to enter the Projects, SCOLP shall deliver similar insurance certificate for the benefit of Contributors. All physical inspections of the Projects conducted by SCOLP or its employees, agents, independent contractors or consultants shall be performed in a manner that shall not interfere with the on-going use of the Projects, which physical inspections shall be discreet and unobtrusive as reasonably possible and which shall only be made upon prior written notice to Contributors. In no event shall SCOLP or any of its agents, representatives or consultants disclose this transaction or any communications with any tenants, employees or third party vendors of Contributors without first obtaining Contributors’ prior written consent. In the event SCOLP does not consummate the purchase of the Projects for any reason, SCOLP shall, at its sole cost and expense, restore the Projects to the condition existing prior to the entry by SCOLP and its agent and representatives. In the event this Agreement is terminated, at the request of Contributors, SCOLP shall transfer to Contributors all surveys, environmental reports, engineering reports and other third party reports obtained by SCOLP pertaining to the Projects provided Contributors reimburse SCOLP for its actual costs and expenses incurred in obtaining such surveys and reports. In all events, in the event this Agreement is terminated, SCOLP shall return to Contributors all information or documents furnished by Contributors to SCOLP. The obligations of Purchasers SCOLP set forth in this Section 9.1 shall survive the termination of this Agreement or the Closing Date. 9.2 SCOLP shall have the right, at its expense, to cause its accountant to prepare audited financial statements of each Contributor the Owner and its operations at its Project the Projects for the two (2) calendar years preceding the Closing Dateended December 31, 2010 and December 31, 2011, and for the period from January 1st 1, 2012 through the calendar month preceding the Closing Date, and the Contributors shall cooperate and assist in all respects with the preparation of the audited financial statements, at no cost or expense to Contributors. Contributors shall furnish to SCOLP and its accountants all financial and other information in its possession or control related to the Projects to enable such accountants to prepare audited financial statements in conformity with Regulation S-X promulgated by the SEC Securities and Exchange Commission ("SEC") and any registration statement, report or disclosure statement filed with, and any rule issued by, the SEC. Contributors also shall provide a signed representation letter as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants which representation letter is required to enable an independent public accountant to render an opinion on such financial statements. Notwithstanding anything contained in this Section 9.2 to the contrary, however, SCOLP acknowledges and agrees that the preparation of such audited financial statement(s) shall comply with and perform in accordance with terms of the customary engagement letter, the form of which is attached hereto as Exhibit BB. 9.3 SCOLP shall have the right, in its sole discretion, at any time after the Effective Date and prior not be a condition precedent to Closing, shall not be required to prepare be completed prior to Closing and record against in no event shall the Projects affidavits preparation and/or delivery of such financial statement(s) or memorandums of interest reflecting its right to acquire information delay the Projects pursuant to the terms of Closing Date as provided in this Contribution Agreement.

Access to the Project. 9.1 At all reasonable times from No more than once in any 6- month period if the Borrower is not in default under this Agreement and after more frequently in the Effective Datesole discretion of TxDOT if an Event of Default or Default with respect to the Borrower has occurred and is continuing, each Contributor the Borrower shall afford Purchasers give TxDOT and their representatives, upon twenty-four (24) hours prior notice, full its consultants and free representatives access to its Projectthe Project and all books, the employees at records and accounts related to the Project, at any reasonable time and as often as may reasonably be requested, and, so long as no Event of Default or Default with respect to the Borrower has occurred and is continuing, upon reasonable prior notice to the Borrower, in each case during official business hours and in a manner that cannot reasonably be expected materially to interfere with or disrupt the performance by the Borrower or any other party of its obligations with respect to the construction and operation of the Project, and permit the Trustee and TxDOT and their consultants and representatives to examine and make abstracts from any of its books, accounts and records relating to the Project and to make copies and memoranda thereof, to discuss the Project and the business, accounts, operations, properties and financial and other conditions of the Borrower as, in any case, related to the Project, including, without limitation, the allocation of the costs of the operation, maintenance and improvement of the Project in relation to the costs of the operation, maintenance and improvement of the Borrower’s system, with officers and employees of the Borrower and with the Borrower’s Accountant and to witness the performance and other tests conducted pursuant to any Project Document. The Borrower shall have the right to participate in any discussions with the Borrower’s Accountant. The Borrower shall offer all filesreasonable assistance to such Persons in connection with any such visit. Upon the occurrence and during the continuance of an Event of Default or a Default with respect to the Borrower, Tenant Leasesif the Trustee or TxDOT requests that any of its consultants or representatives be permitted to make such visit, documentsthe reasonable fees and expenses of the Trustee, information TxDOT, and their consultants and representatives in connection with such visit shall be paid for by the Borrower. The Borrower shall not be required to give any of TxDOT's consultants or representatives access to the Project or any books, records or accounts related to the Project unless TxDOT provides to the Borrower a confidentiality and non- disclosure agreement in form and substance acceptable to the Borrower that is either: (1) executed by such consultant or representative, or (2) is a requirement of the consultant's engagement agreement with TxDOT that is agreed to by the consultant on behalf of all employees and representatives of the consultant, and TxDOT shall not provide to such consultant or representative any such books, records or accounts until such confidentiality and non-disclosure agreement is executed by such consultant or representative. TxDOT shall ensure that each of its employees is bound to keep all of the books, records and accounts related to the Project confidential and shall enforce any such obligation against the employees. TxDOT shall enforce the provisions of any confidentiality and non- disclosure agreement executed by TxDOT’s consultants and representatives in connection with their access to the Project and their inspection of all books and records and other information related to the Project as specified throughout provided in this Agreement with respect to operational mattersSection 5.02(e), and TxDOT and its employees, consultants and representatives shall, except as otherwise permitted under this Section 5.02(e), keep all information obtained through such access and inspection confidential. Nothing contained herein shall preclude TxDOT or one of its employees, consultants or representatives from producing or otherwise disclosing any information obtained through such access and inspection under compulsion of court order or subpoena, as required in connection with a judicial, administrative or regulatory proceeding in which it or a partner, officer, director, employee or affiliate is involved, as required pursuant to inquiry or demand by a regulatory authority having jurisdiction over it or its affiliates or as otherwise required by law, including the right to inspect its ProjectTexas Public Information Act, Chapter 552 of the Government Code. Additionally, Purchasers may deliver to TxDOT and/or each Project’s property manager or, upon consultant or representative shall notify NTTA in the event of receipt of any request, Contributors shall deliver subpoena, court order or other requirement to each Project’s property manager, that certain 2368068.4 Manager Checklist / Questionnaire disclose any part of such information in the form set forth on Schedule 9.1 attached hereto, connection with a request that each Project’s property manager complete legal, regulatory or other proceeding. Any information obtained through such access and execute such Manager Checklist / Questionnaire to the best of his or her knowledge prior to Closing. Notwithstanding anything to the contrary in this Agreement, the failure of any Project’s property manager to complete the Manager Checklist / Questionnaire shall not constitute a breach by Contributors and the Closing of the transaction contemplated under this Agreement is not conditioned upon the completion of any such Manager Checklist / Questionnaire. Upon the completion of such activities, each Purchaser, at its sole expense, shall promptly restore the Project to its former condition in all substantial respects. The results of any environmental testing and inspections done prior to the Effective Date shall be treated as strictly confidential by Purchasers and the same inspection shall not be disclosed to any third party or governmental entity without the written consent of Contributors; provided, however, that considered confidential if such reports and results may be disclosed to Purchaser’s consultants, attorneys, lenders and insurance companies. Purchasers shall defend, indemnify and hold Contributors harmless from and against any and all claims, demands, losses, costs and/or liabilities associated with damage or injury to any person, property or the Projects caused by or attributable to the actions or negligence of Purchasers and/or its contractors, representatives or other agents while they are on the Projects pursuant to this Section or otherwise. Purchasers shall take the necessary steps to ensure that its contractors and agents have and maintain appropriate insurance policies related to information: (1) commercial general liability, including contractual liability, and (2) professional errors and omissions liability, including contractors’ pollution liability. The obligations of Purchasers set forth is lawfully in this Section 9.1 shall survive the termination of this Agreement public domain at the time it is transmitted or the Closing Date. 9.2 SCOLP shall have the right, at its expense, to cause its accountant to prepare audited financial statements of each Contributor and its operations at its Project for the two (2) calendar years preceding the Closing Date, and for the period from January 1st through the calendar month preceding the Closing Date, and the Contributors shall cooperate and assist in all respects with the preparation later becomes part of the audited financial statements. Contributors shall furnish to SCOLP and public domain without fault of TxDOT or its accountants all financial and other information in its possession employees, consultants or control related to the Projects to enable such accountants to prepare audited financial statements in conformity with Regulation S-X promulgated by the SEC and any registration statement, report or disclosure statement filed with, and any rule issued by, the SEC. Contributors also shall provide a signed representation letter as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants which representation letter is required to enable an independent public accountant to render an opinion on such financial statements, and shall comply with and perform in accordance with terms of the customary engagement letter, the form of which is attached hereto as Exhibit BB. 9.3 SCOLP shall have the right, in its sole discretion, at any time after the Effective Date and prior to Closing, to prepare and record against the Projects affidavits or memorandums of interest reflecting its right to acquire the Projects pursuant to the terms of this Contribution Agreement.representatives;

Access to the Project. 9.1 At all reasonable times from and after the Effective Date, each Contributor shall afford Purchasers and their representatives, upon twenty-four (24) hours prior notice, full and free access to its Project, the employees at the Project, all files, Tenant Leases, documents, information and other information as specified throughout this Agreement with respect to operational matters, 2350893.10 and the right to inspect its Project. Additionally, Purchasers may deliver to each Project’s property manager or, upon request, Contributors shall deliver to each Project’s property manager, that certain 2368068.4 Manager Checklist / Questionnaire in the form set forth on Schedule 9.1 attached hereto, with a request that each Project’s property manager complete and execute such Manager Checklist / Questionnaire to the best of his or her knowledge prior to Closing. Notwithstanding anything to the contrary in this Agreement, the failure of any Project’s property manager to complete the Manager Checklist / Questionnaire shall not constitute a breach by Contributors and the Closing of the transaction contemplated under this Agreement is not conditioned upon the completion of any such Manager Checklist / Questionnaire. Upon the completion of such activities, each Purchaser, at its sole expense, shall promptly restore the Project to its former condition in all substantial respects. The results of any environmental testing and inspections done prior to the Effective Date shall be treated as strictly confidential by Purchasers and the same shall not be disclosed to any third party or governmental entity without the written consent of Contributors; provided, however, that such reports and results may be disclosed to Purchaser’s consultants, attorneys, lenders and insurance companies. Purchasers shall defend, indemnify and hold Contributors harmless from and against any and all claims, demands, losses, costs and/or liabilities associated with damage or injury to any person, property or the Projects caused by or attributable to the actions or negligence of Purchasers and/or its contractors, representatives or other agents while they are on the Projects pursuant to this Section or otherwise. Purchasers shall take the necessary steps to ensure that its contractors and agents have and maintain appropriate insurance policies related to (1) commercial general liability, including contractual liability, and (2) professional errors and omissions liability, including contractors’ pollution liability. The obligations of Purchasers set forth in this Section 9.1 shall survive the termination of this Agreement or the Closing Date. 9.2 SCOLP shall have the right, at its expense, to cause its accountant to prepare audited financial statements of each Contributor and its operations at its Project for the two (2) calendar years preceding the Closing Date, and for the period from January 1st through the calendar month preceding the Closing Date, and the Contributors shall cooperate and assist in all respects with the preparation of the audited financial statements. Contributors shall furnish to SCOLP and its accountants all financial and other information in its possession or control related to the Projects to enable such accountants to prepare audited financial statements in conformity with Regulation S-X promulgated by the SEC and any registration statement, report or disclosure statement filed with, and any rule issued by, the SEC. Contributors also shall provide a signed representation letter as prescribed by generally accepted auditing standards as promulgated by the Auditing Standards Divisions of the American Institute of Public Accountants which representation letter is required to enable an independent public accountant to render an opinion on such financial statements, and shall comply with and perform in accordance with terms of the customary engagement letter, the form of which is attached hereto as Exhibit BB. 9.3 SCOLP shall have the right, in its sole discretion, at any time after the Effective Date and prior to Closing, to prepare and record against the Projects affidavits or memorandums of interest reflecting its right to acquire the Projects pursuant to the terms of this Contribution Agreement.