Common use of Feasibility Studies; Access to Property Clause in Contracts

Feasibility Studies; Access to Property. (a) From time to time prior to Closing, provided this Agreement is in full force and effect and Developer is not then in default hereunder, Developer and Developer’s Agents shall have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without the prior written consent of District. The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and Developer’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions of this Agreement during their entry on the Property and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District (i) written notice, including a written description of the intended Studies, (ii) evidence of insurance, as required under the terms of this Agreement, and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b). (d) In the event Developer or Developer’s Agents disturbs, removes or discovers any materials or waste on any Parcel while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE within one (1) Business Day after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of such Hazardous Materials, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOE. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOE’s investigation, District and/or the DDOE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOE. Developer shall seek the advice and counsel of DDOE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable Laws; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completed.

Feasibility Studies; Access to Property. (a) From time to time prior to Closing, provided this Agreement is in full force and effect and Developer is not then in default hereunder, Developer and Developer’s Agents shall have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without the prior written consent of District. The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and Developer’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions of this Agreement during their entry on the Property and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District with the following: (i) written notice, including a written description of the intended Studies, (ii) evidence of insurance, as required under the terms of this Agreement, and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b). (d) In the event Developer or Developer’s Agents disturbs, removes or discovers any materials or waste on any Parcel while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE within one (1) Business Day after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of such Hazardous Materials, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOE. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOE’s investigation, District and/or the DDOE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOE. Developer shall seek the advice and counsel of DDOE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable Laws; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completed.

Feasibility Studies; Access to Property. (a) From time to time prior to Closing, provided this Agreement is in full force and effect and Developer is not then in default hereunder, Developer and Developer’s Agents shall have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without the prior written consent of District. The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and DeveloperXxxxxxxxx’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions of this Agreement during their entry on the Property and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District (i) written notice, including a written description of the intended Studies, (ii) evidence of insurance, as required under the terms of this Agreement, and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b). (d) In the event Developer or Developer’s Agents disturbs, removes or discovers any materials or waste on any Parcel while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE within one (1) Business Day after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of such Hazardous Materials, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOE. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOE’s investigation, District and/or the DDOE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOE. Developer shall seek the advice and counsel of DDOE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable Laws; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completed.

Feasibility Studies; Access to Property. (a) Developer hereby acknowledges that, prior to the Effective Date, it has had the right to perform Studies (as hereinafter defined) on the Property using experts of its own choosing and to access the Property for the purposes of performing Studies pursuant to the terms of that certain Right-of-Entry Agreement (the “XXX”) by and between Developer and District, attached hereto as Exhibit M and incorporated herein. From time to time prior to Closing, provided this Agreement is in full force and effect and no uncured Developer is not then in default hereunderDefault has occurred, Developer and Developer’s Agents shall continue to have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to conduct due diligence and to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without Property pursuant to the prior written consent of District. The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and Developer’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions terms of this Agreement during their entry on and the Property terms and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District (i) written notice, including a written description conditions of the intended Studies, (ii) evidence of insuranceXXX, as required under if such terms, conditions and agreements were expressly set forth herein. In the event of any conflict between the terms of the XXX or the terms of this Agreement, the terms of this Agreement shall control and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b)be paramount. (db) In the event that Developer or Developer’s Agents disturbs, discovers or removes or discovers any materials or waste on any Parcel from the Property while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined hereinMaterials, Developer shall notify District and DDOE within one (1) Business Day DOEE immediately after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of In the event such Hazardous MaterialsMaterials are discovered by Developer or Developer’s Agents, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOEDOEE no later than fifteen days (15) days after discovery. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE DOEE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOEDOEE’s investigation, District and/or the DDOE DOEE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE DOEE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOEDOEE. Developer shall seek the advice and counsel of DDOE DOEE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE DOEE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable LawsLaw; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completed.seven

Feasibility Studies; Access to Property. (a) From time to time prior to Closing, provided this Agreement is in full force and effect and Developer is not then in default hereunder, Developer and Developer’s Agents shall have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without the prior written consent of District. The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and Developer’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions of this Agreement during their entry on the Property and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District with the following: (i) written notice, including a written description of the intended Studies, (ii) evidence of insurance, as required under the terms of this Agreement, and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b). (d) In the event Developer or Developer’s Agents disturbs, removes or discovers any materials or waste on any Parcel while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE within one (1) Business Day after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of such Hazardous Materials, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOE. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOE’s investigation, District and/or the DDOE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOE. Developer shall seek the advice and counsel of DDOE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable Laws; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property by Developer or Developer’s Agents or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completed.

Feasibility Studies; Access to Property. (a) Developer hereby acknowledges that, prior to the Effective Date, it has had the right to perform Studies (as hereinafter defined) on the Property using experts of its own choosing and to access the Property for the purposes of performing Studies. From time to time prior to Closing, provided this Agreement is in full force and effect and no uncured Developer is not then in default hereunderDefault has occurred, Developer and Developer’s Agents shall continue to have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to conduct due diligence and to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without Property pursuant to the prior written consent of District. The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and Developer’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions terms of this Agreement during their entry on and the Property terms and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcelconditions of that certain Right-of- Entry Agreement, by and between Developer shall provide and District (i) written noticethe “XXX”), including a written description attached hereto as Exhibit Q and incorporated herein, as if such terms, conditions and agreements were expressly set forth herein. In the event of any conflict between the terms of the intended Studies, (ii) evidence of insurance, as required under XXX or the terms of this Agreement, the terms of this Agreement shall control and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b)be paramount. (db) In the event that Developer or Developer’s Agents disturbs, discovers or removes or discovers any materials or waste on any Parcel from the Property while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE within one (1) Business Day DOEE immediately after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of such Hazardous Materials, Materials and Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOEDOEE no later than ninety (90) days prior to Closing. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE DOEE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOEDOEE’s investigation, District and/or the DDOE DOEE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE DOEE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOEDOEE. Developer shall seek the advice and counsel of DDOE DOEE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE DOEE shall notify Developer of its decision. Upon approval of the Disposal PlanPlan and if Closing occurs, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable LawsLaw; provided, however, in no event shall Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty seven (307) Business Days after the disposal of any Hazardous Materials or wasteotherwise as expeditiously as possible not to exceed fourteen (14) Business Days (or in an otherwise timely manner in accordance with the terms of the approved Disposal Plan and all Applicable Law), Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcelthe Property. (ec) Developer hereby indemnifies and holds District and shall not have the District Parties harmless and shall defend District (with counsel reasonably satisfactory right to District) and object to any condition that may be discovered, offset any amounts from the District Parties from and against any and all lossespurchase price, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, terminate this Agreement as a result of any entry Studies conducted after the Effective Date. (d) Notwithstanding anything to the contrary contained herein, in the event of a termination of this Agreement prior to Closing, neither Developer nor any of Developer’s Agents shall have any continuing liability or obligations regarding the Disposal Plan or the discovery, removal or remediation of any Hazardous Materials on the Property or Studies or other activities at the Property conducted not caused by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (fe) Developer covenants and agrees that Developer shall keep confidential all proprietary information obtained by Developer as to the condition of the Property; provided, however, that that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders and potential investors so long as Developer directs such parties to maintain such information as confidential confidential; and (ii) Developer may disclose such information as it may be legally compelled so to dodo or required by the terms of this Agreement to do so. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision provision, as applicable to the Ground Lease Parcel, shall survive Closing or the earlier termination of this Agreement. This provision, as applicable to the Fee Parcels, shall terminate at Closing. The parties acknowledge and agree that “proprietary” information shall mean information which relates to the economic terms of this transaction between the District and Developer; but shall not pertain to typical due diligence matters relating to the Property or the terms of any contract, lease or other agreement entered into by Developer with parties other than the District with respect to the Property. (gf) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completedXI.

Feasibility Studies; Access to Property. (a) From time to time prior to Closing, provided this Agreement is in full force and effect and Developer is not then in default hereunder, Developer and Developer’s Agents shall have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without the prior written consent of District, which shall not be unreasonably withheld . The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and Developer’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions of this Agreement during their entry on the Property and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District with the following: (i) written notice, including a written description of the intended Studies, (ii) evidence of insurance, as required under the terms of this Agreement, and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b). (d) In the event Developer or Developer’s Agents disturbs, removes or discovers any materials or waste on any Parcel while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE within one (1) Business Day after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of such Hazardous Materials, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOE. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOE’s investigation, District and/or the DDOE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOE. Developer shall seek the advice and counsel of DDOE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable Laws; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completedcompleted to the condition existing immediately prior to the tests.

Feasibility Studies; Access to Property. (a) From time to time prior to Closing, provided this Agreement is in full force and effect and Developer is not then in default hereunder, Developer and Developer’s Agents shall have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and however, that Developer’s Agents shall not conduct any invasive Studies without the prior written consent of District. The District which consent shall have the right not be unreasonably withheld, conditioned, or delayed and, if approved, shall permit a representative of District to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and Developer’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions of this Agreement during their entry on the Property and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District (i) written notice, including a written description of the intended Studies, (ii) evidence of insurance, as required under the terms of this Agreement, and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b). (d) In the event Developer or Developer’s Agents disturbs, removes or discovers any materials or waste on any Parcel while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE within one five (1) Business Day after its discovery of such Hazardous Materials. Thereafter, within ten (105) Business Days after its discovery of such Hazardous Materials, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOE. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOE’s investigation, District and/or the DDOE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOE. Developer shall seek the advice and counsel of DDOE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable Laws; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completed.

Feasibility Studies; Access to Property. (a) From time to time prior to Closing, provided this Agreement is in full force and effect and Developer is not then in default hereunder, Developer and Developer’s Agents shall have the right to enter the Property for purposes of conducting surveys, soil tests, environmental studies, engineering tests, and such other tests, studies, and investigations (hereinafter “Studies”) as Developer deems necessary or desirable to evaluate the Property, at Developer’s sole cost and expense; provided, Developer and Developer’s Agents shall not conduct any invasive Studies without the prior written consent of District. The District shall have the right to accompany Developer or Developer’s Agents during the conduct of any such invasive Studies. (b) Developer and DeveloperXxxxxxxxx’s Agents are solely responsible for obtaining any necessary licenses and permits for the Studies and any work associated therewith, including transportation and disposal of materials. In addition, Developer and Developer’s Agents shall be obligated to comply with all Applicable Laws and the provisions of this Agreement during their entry on the Property and while conducting any Studies. (c) At least 24 hours prior to entry on any Parcel, Developer shall provide District (i) written notice, including a written description of the intended Studies, (ii) evidence of insurance, as required under the terms of this Agreement, and (iii) copies of any required licenses and notices in accordance with Section 2.3.1(b). (d) In the event Developer or Developer’s Agents disturbs, removes or discovers any materials or waste on any Parcel while conducting the Studies, or otherwise during its entry on the Property, which are determined to be Hazardous Materials as defined herein, Developer shall notify District and DDOE DOEE within one (1) Business Day after its discovery of such Hazardous Materials. Thereafter, within ten (10) Business Days after its discovery of such Hazardous Materials, Developer shall submit a written notice of a proposed plan for disposal (the “Disposal Plan”) to District and DDOEDOEE. The Disposal Plan shall contain all identifying information as to the type and condition of the Hazardous Materials or waste discovered and a detailed account of the proposed removal and disposal of the Hazardous Materials, including the name and location of the hazardous waste disposal site. DDOE DOEE may conduct an independent investigation of the Property, including but not limited to, soil sampling and other environmental testing as may be deemed necessary. Upon completion of DDOEDOEE’s investigation, District and/or the DDOE DOEE shall notify Developer of its findings and shall notify Developer by written notice of its approval or disapproval of the proposed Disposal Plan. In the event DDOE DOEE disapproves the proposed Disposal Plan, Developer shall resubmit a revised Disposal Plan to District and DDOEDOEE. Developer shall seek the advice and counsel of DDOE DOEE prior to any resubmission of a proposed Disposal Plan. Upon review of the revised Disposal Plan, District or DDOE DOEE shall notify Developer of its decision. Upon approval of the Disposal Plan, Developer shall remove and dispose of all Hazardous Materials in accordance with the approved Disposal Plan and all Applicable Laws; provided, however, Developer shall not be required to begin its removal and disposal of Hazardous Materials not already disturbed or removed until after Closing. Within thirty (30) Business Days after the disposal of any Hazardous Materials or waste, Developer shall provide District such written evidence and receipts confirming the proper disposal of all Hazardous Materials or waste removed from such Parcel. (e) Developer hereby indemnifies and holds District and the District Parties harmless and shall defend District (with counsel reasonably satisfactory to District) and the District Parties from and against any and all losses, costs, liabilities, damages, expenses, mechanic's liens, claims and judgments, including, without limitation, reasonable attorneys' fees and court costs, incurred or suffered by District or the District Parties, but excluding losses and liabilities due to the gross negligence and willful misconduct of the District, as a result of any entry on the Property or Studies or other activities at the Property conducted by Developer or Developer’s Agents. This provision shall survive Closing or the earlier termination of this Agreement. (f) Developer covenants and agrees that Developer shall keep confidential all information obtained by Developer as to the condition of the Property; provided, however, that that (i) Developer may disclose such information to its Members, officers, directors, attorneys, consultants, Settlement Agent, and potential lenders so long as Developer directs such parties to maintain such information as confidential and (ii) Developer may disclose such information as it may be legally compelled so to do. The foregoing obligation of confidentiality shall not be applicable to any information which is a matter of public record or, by its nature, necessarily available to the general public. This provision shall survive Closing or the earlier termination of this Agreement. (g) Any access to the Property by Developer pursuant to this Section shall additionally be subject to all of Developer’s insurance obligations contained in Article 10 and Developer shall restore the Property after such tests are completed.