Common use of INSPECTION CONTINGENCY Clause in Contracts

INSPECTION CONTINGENCY. On or before the date that is thirty (30) days after the Effective Date, TRMC shall deliver to TLO written notice of (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents relating to the ownership and operation of the Rail Facility, including without limitation; (i) statements for real estate taxes, assessments, and utilities; (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) or other matters affecting the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss or damage to the Rail Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transaction.

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement will be contingent upon Buyer's satisfaction with the result of such inspections (including without limitation, structural, insect, radon) of the Premises as Buyer, at his, her, their or its sole cost, may cause to be conducted on or before the date fourteenth (14th) calendar day following the acceptance of the Offer by the Seller. Buyer also will be entitled to re-inspect the Premises, at the Buyer's sole cost, within two (2) calendar days of the Closing for the limited purpose of confirming the condition of the Premises has not changed since the completion of the inspections referred to in the preceding sentence. Buyer and Buyer's inspectors and consultants will be entitled to have reasonable access to the Premises from time to time for the purposes of making such inspections, provided that Buyer will indemnify Seller from any and all liability, claims, damages, losses, costs or expenses, including attorney fees, suffered, paid or incurred by Seller to the extent arising out of or as a consequence of Buyer's exercise of rights under this Section 20. If Buyer is thirty not satisfied with the condition of the Premises or any portion thereof and, on or before the seventeenth (3017th) days after calendar day following the Effective Dateacceptance of the Offer by the Seller, TRMC shall deliver Buyer notifies Seller in writing that Buyer is terminating this Agreement because of such dissatisfaction, then the Deposit will be refunded to TLO Buyer and all other obligations of the parties hereunder will cease and this Agreement will be null and void. If the Buyer fails to terminate this Agreement by giving written notice of termination to Seller on or before the seventeenth (a17th) TRMC’s satisfaction calendar day following acceptance of the Offer by Seller, Buyer will be deemed to have waived his, her, their or waiver, in TRMC’s sole discretion, with respect its rights to terminate the Agreement pursuant to this Section 20. If §56-7-1 N.M.S.A. 1978 Comp. applies to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Priceinspections carried out pursuant to, and the parties indemnification obligations arising under, this Section 20, the agreement to indemnify shall proceed not apply to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possibleliability, but no later than ten (10) days after the Effective Dateclaims, all documents in the possession of TLO damages, losses, costs or its agents relating to the ownership and operation of the Rail Facilityexpenses, including without limitation; attorney fees, arising out of (i) statements for real estate taxesthe preparation or approval of maps, assessmentsdrawings, and utilitiesopinions, reports, surveys, change orders, designs or specifications by the indemnitee, or the agents or employees of the indemnitee; or (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies giving of or other third parties, and (v) any environmental reportsthe failure to give directions or instructions by the indemnitee, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition agents or employees of the improvementsindemnitee, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) where such giving or other matters affecting failure to give directions or instructions is the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies primary cause of insurance issued by a carrier reasonably acceptable bodily injury to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss persons or damage to the Rail Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transactionproperty.

INSPECTION CONTINGENCY. On or before the date that is thirty (30) days after the Effective Date, TRMC shall deliver to TLO written notice of (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Marine Crude Storage Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Marine Crude Storage Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Marine Crude Storage Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents relating to the ownership and operation of the Rail Marine Crude Storage Facility, including without limitation; (i) statements for real estate taxes, assessments, and utilities; (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Marine Crude Storage Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Marine Crude Storage Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) or other matters affecting the Rail Marine Crude Storage Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Marine Crude Storage Facility by TRMC or its agents, including, without limitation, any loss or damage to the Rail Marine Crude Storage Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Marine Crude Storage Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transaction.

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement will be contingent upon Buyer's satisfaction with the result of such inspections (including without limitation, structural, insect, radon) of the Premises as Buyer, at his, her, their or its sole cost, may cause to be conducted on or before the date f ( ) calendar day following the acceptance of the Offer by the Seller. Xxxxx also will be entitled to re-inspect the Premises, at the Buyer's sole cost, within ( ) calendar days of the Closing for the limited purpose of confirming the condition of the Premises has not changed since the completion of the inspections referred to above. Xxxxx and Xxxxx's inspectors and consultants will be entitled to have reasonable access to the Premises from time to time for the purposes of making such inspections, provided that Buyer will indemnify Seller from any and all liability, claims, damages, losses, costs or expenses, including attorney fees suffered, paid or incurred by Seller arising out of or as a consequence of Buyer's exercise of rights under this section. If Buyer is thirty (30not satisfied with the condition of the Premises or any portion thereof and, on or before the ( ) days after calendar day following the Effective Dateacceptance of the Offer by the Seller, TRMC shall deliver Buyer notifies Seller in writing that Buyer is terminating this Agreement because of such dissatisfaction, then the Deposit will be refunded to TLO Buyer and all other obligations of the parties hereunder will cease and this Agreement will be null and void. If the Buyer fails to terminate this Agreement by giving written notice of (atermination to Seller on or before the ( ) TRMC’s satisfaction calendar day following acceptance of the Offer by Seller, Buyer will be deemed to have waived his, her, their or waiver, in TRMC’s sole discretion, with respect its rights to terminate the Agreement pursuant to this section. If §56-7-1 N.M.S.A. 1978 Comp. applies to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Priceinspections carried out pursuant to, and the parties indemnification obligations arising under, this Section 14, the agreement to indemnify shall proceed not apply to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possibleliability, but no later than ten (10) days after the Effective Dateclaims, all documents in the possession of TLO damages, losses, costs or its agents relating to the ownership and operation of the Rail Facilityexpenses, including without limitation; attorney fees, arising out of (i) statements for real estate taxesthe preparation or approval of maps, assessmentsdrawings, and utilitiesopinions, reports, surveys, change orders, designs or specifications by the indemnitee, or the agents or employees of the indemnitee; or (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies giving of or other third parties, and (v) any environmental reportsthe failure to give directions or instructions by the indemnitee, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition agents or employees of the improvementsindemnitee, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) where such giving or other matters affecting failure to give directions or instructions is the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies primary cause of insurance issued by a carrier reasonably acceptable bodily injury to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss persons or damage to the Rail Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transactionproperty.

INSPECTION CONTINGENCY. On i. This offer is contingent upon Buyer’s inspection and written approval of the condition of the Property on or before at 5:00 pm. SAMPLE ii. During this period, and with reasonable notice to Seller, Buyer shall have the right, at Buyer’s expense, to thoroughly inspect the Property and conduct any inspections, tests, surveys, and any other studies of the Property and of the rights (such as water rights) associated with the Property which Buyer deems necessary to make an informed decision to purchase. iii. Buyer may employ professionals, with qualifications satisfactory to Buyer, to conduct or assist in such inspections. iv. Seller agrees to provide reasonable access to Buyer and/or professionals retained by Buyer for the conduct of such inspections. v. Buyer agrees to indemnify and hold harmless Seller from any injury, loss, or liability resulting from such inspections. vi. If Buyer fails to provide written approval of the condition of the property to Seller by the date that is thirty (30) days after and time noted in paragraph 8a.i., above, the Effective DateXxxxxxx Money Deposit shall be returned to Buyer, TRMC this offer shall deliver become null and void and neither party shall have any further obligation hereunder. vii. If Buyer, in the course of Buyer’s inspection of the Property, should discover a material adverse condition or defect previously undisclosed or unknown to TLO written notice of Buyer, Buyer shall have the option to (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect to the results of the inspection contingency stated in terminate this Section 4Agreement, or (b) the failure provide Seller with notice of this conditionsuch condition or defect and a list of acceptable remedies. If TRMC fails to timely deliver Should Buyer elect option (b), Seller shall have five business days from receipt of such notice to TLOgive Buyer notice that Seller will cure such condition or defect prior to closing, then this condition in which case the Inspection Contingency shall be conclusively deemed satisfied. If Seller does not satisfiedgive notice within the specified time frame that Seller agrees to cure such condition or defect, or if Seller gives such notice but fails to correct such condition prior to Closing, Buyer shall have the option to waive the contingency or to declare this Agreement null and TRMC void, in which case Xxxxxxx Money Deposit shall be under no obligation returned to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafterBuyer. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents relating to the ownership and operation of the Rail Facility, including without limitation; (i) statements for real estate taxes, assessments, and utilities; (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) or other matters affecting the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss or damage to the Rail Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transaction.

INSPECTION CONTINGENCY. On or before the date that is thirty (30) days after the Effective DatePurchaser shall have until December 17, TRMC shall deliver to TLO written notice of (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties 2014 (the “Title CompanyInspection Period”) to inspect the Properties and make whatever other inquiry it deems appropriate to determine the suitability of the Properties for Purchaser’s intended use of the Properties. Such right of inspection shall include the right to review all items listed in Exhibit A to the Letter of Intent between Seller and Purchaser dated October 24, 2014 (The “LOI”), an amount equal to two percent (2%) . Purchaser may engage consultants or engineers of the Repurchase Price, and Purchaser’s choosing to conduct studies of the parties shall proceed to close Properties as the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO Purchaser deems necessary. The Purchaser or its agents relating shall have the right to enter the ownership and operation of the Rail FacilityProperties at reasonable times to make such tests, including without limitation; (i) statements for real estate taxesinspections, assessmentsstudies, and utilities; other investigations as the Purchaser may require (iithe “Tests”) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting at the Rail Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMCPurchaser’s sole expense and risk, upon providing Seller forty-eight (48) hours advance written notice of its intent to enter the Properties. Notwithstanding the foregoing, in no event shall Purchaser conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include any Phase II environmental site assessments if deemed advisable by TRMC) investigation or other matters affecting invasive testing on the Rail Facility. TRMC shall provide TLO Properties or contact or otherwise communicate in any manner with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens governmental agency respecting environmental conditions at or liability arising out in the vicinity of the inspections conducted upon Properties, in either case without Seller’s prior written consent, which consent may be granted or withheld in Seller’s sole and absolute discretion; provided, however that Purchaser shall have the Rail Facility by TRMC or its agentsright, without Seller’s consent, to contact governmental agencies concerning the Property for general zoning diligence unrelated to environmental matters. Purchaser shall promptly deliver to Seller copies of the Tests including, without limitation, any loss or damage environmental assessment prepared with respect to the Rail FacilityProperties. Notwithstanding anything herein to the contrary, with coverage in the amount of not less than $500,000 per occurrence. With respect Seller hereby confirms that it has granted consent to any Phase I or Purchaser to perform a Phase II environmental site assessments, TRMC agrees investigation in accordance with a proposal submitted by Purchaser to Seller prior to the Effective Date. The obligations of Purchaser under this Paragraph 6(a) shall survive Closing or termination of this Agreement. Purchaser shall: (i) provide TLO with a copy indemnify, defend, protect, and hold harmless Seller and the Properties from and against all liability, lien, damage, and cost (including reasonable attorneys’ fees) to the extent caused by Purchaser’s entry onto the Properties, except for (A) any loss, lien, liability, cost, or expense to the extent arising from or related to the acts of Seller; (B) any diminution in value of the Properties arising from or relating to matters discovered by Purchaser during its investigation; (C) any latent defects discovered by Purchaser; or (D) the release or spread of any and all test results and written reports in draft form for review and approval hazardous materials which are discovered on or under the Properties by TLO before final publication Purchaser except to the extent deposited, released, or spread by Purchaser’s actions (other than the mere discovery of such hazardous materials as long as Purchaser takes reasonable steps not to exacerbate the same occurscondition); (ii) provide TLO with a copy of promptly repair any damage to the final written reportProperties caused by Purchaser’s entry (excepted as set forth in subparagraphs (i)(A)-(D) above); and (iii) keep confidential prior to entry upon the Properties, deliver to Seller a certificate or other reasonable proof evidencing that Purchaser has a commercial general liability insurance policy written on an occurrence basis with combined single limits liability for personal injury and property damage of not less than One Million Dollars ($1,000,000). The foregoing indemnity, defense, and hold harmless obligations do not apply to (x) any and all test results and written reports. TRMC agrees liability, damage, or cost to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, the extent caused by acts or omissions of Seller; (y) any diminution in value of the Properties or other loss or damage incurred by Seller arising from or relating to TRMC’s inspection any matters discovered by Purchaser during its investigation of the Rail Facility Properties; or (z) as otherwise set forth in connection subparagraph (i)(A)-(D) above. Purchaser’s indemnity obligation set forth in this Paragraph 6(a) shall survive Closing or termination of this Agreement. Purchaser shall notify Seller in writing before the end of the Inspection Period whether or not Purchaser elects to proceed with the exercise purchase of the Properties pursuant to this Agreement. If Purchaser, in its sole discretion, notifies Seller in writing at any time during the Inspection Period of its Right of First Refusal or Option election not to Repurchase. This agreement to indemnify and defend TLO shall survive proceed with the closing purchase of the Properties for any reason or for no reason, this Agreement shall be terminated and Escrow Holder shall immediately return the Deposit to Purchaser. Purchaser’s failure to notify Seller in writing of its election not to purchase the Properties within the aforementioned time limit shall be deemed an election to proceed with the purchase of the Properties and sale transactionis referred to herein as “waiver of the Inspection Contingency”.

INSPECTION CONTINGENCY. On (a) The obligation of the Purchaser to perform under this Agreement is contingent (“Purchaser’s Contingency”) upon the Purchaser’s performance, at its sole cost and expense, or to Purchaser’s satisfaction in Purchaser’s sole discretion, of inspections of the Premises and the improvements thereon including but not limited to engineering inspections of the existing condition of the Premises, a geotechnical examination of the surface and subsurface conditions of the Premises, and an environmental site assessment of the Premises including Phase II Environmental Site investigations (collectively, the “Inspections”). The Inspections shall be completed by Purchaser on or before the date that is thirty (30) days subsequent to the date of this Agreement (the “Due Diligence Period”). Purchaser shall have a one-time right, upon written notice to Seller, to extend the Due Diligence Period for an additional thirty (30) days for the limited purpose of completing its environmental inspections and reports if the same are not completed or if the Phase II Environmental Site Assessment Report requires more testing, after diligent efforts to do so, within the initial 30-day Due Diligence Period. Seller agrees, to the extent in Seller’s possession (i.e., within the current files of Seller or of its agents), to provide Purchaser with copies of any and all prior environmental studies, surveys, assessments, appraisals, leases, any notices, permits and approvals issued by any local, state or federal agency and any other documents, including the Environmental Report Reliance Letter as defined in paragraph 20(a) herein, and any existing maintenance or service contracts, or vendor agreements related to the Property or its Fixtures, and any documents pertinent to the Property or the Fixtures in Seller’s possession (collectively the “Seller’s Documents”) which Seller shall provide within five (5) days of the Effective Date, TRMC shall deliver to TLO written notice of (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect . Seller will notify Purchaser immediately upon any changes to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMCSeller’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents relating to the ownership and operation of the Rail Facility, including without limitation; (i) statements for real estate taxes, assessments, and utilities; (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail FacilityDocuments. (b) TLO shall permit TRMC During the Due Diligence Period and throughout the term of this Agreement if the same is not terminated pursuant to Section 3(c) below, Seller will provide Purchaser and its agentsdesignated representatives, at TRMCreasonable times access to the Premises to conduct, at Purchaser’s sole expense cost and riskexpense, its due diligence with respect to conduct inspections concerning the structural condition Premises; provided, however, that Purchaser (i) shall provide Seller with reasonable prior verbal notice at least 24 hours prior to the date Purchaser proposes to enter the Premises and Seller, or a representative of Seller, shall have the option to be present during the time Purchaser or its agents have access to the Premises; (ii) shall indemnify, defend and hold Seller harmless from and against all costs, expenses, losses, claims, damages and/or liabilities arising out of, related to or resulting from Purchaser’s inspection of the improvementsPremises, all mechanicalexcluding, electrical and plumbing systemshowever, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) any loss, injury, damage, claim, lien, cost or other matters affecting the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability expense arising out of the inspections conducted acts, omissions, negligence or misconduct of Seller or its agents and their respective subsidiaries, shareholders, officers, directors and agents, or the mere discovery of an existing condition at or affecting the Premises; (iii) shall promptly repair any damage to the Property resulting from any such inspections; (iv) shall fully comply with all laws, ordinances, rules and regulations in connection with such inspections; (v) shall not permit any inspections, investigations or other due diligence activities performed by or at the request of the Purchaser to result in any liens, judgments or other encumbrances being filed against the Premises and shall, at its sole cost and expense, promptly discharge of record any such liens or encumbrances that are so filed or recorded; (vi) shall not permit any borings, drillings, samplings or invasive testing to be done on or at the Premises without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed; (vii) shall require all consultants and third-party designated representatives engaged by the Purchaser who enter the Premises to obtain and maintain, with an insurance company or insurance companies reasonably satisfactory to Seller, a policy of commercial general public liability insurance, with a contractual liability endorsement covering Purchaser’s indemnification obligations hereunder, and with a combined single limit of not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence for bodily injury and Premises damage, insuring Seller as additional insureds, all of which insurance shall be written on an “occurrence form”; and (viii) upon Seller’s written request and after termination pursuant to Section (c) below, shall return any Seller Documents as listed in a Seller’s request if Purchaser fails to acquire the Premises for any reason. The terms and provisions of this Section 3(b) shall expressly survive for a period of time not to exceed six (6) months after the Closing or sooner termination of this Agreement. (c) On or before the end of the Due Diligence Period, Purchaser shall have the right for any or no reason to give Seller or (Seller’s attorney) notice (including by email or facsimile) of Purchaser’s decision not to proceed with consummation with transaction contemplated by this Agreement and deciding to terminate this Agreement (“Due Diligence Termination Notice”). (d) In the event that the Purchaser provides the Seller a Due Diligence Termination Notice in accordance with the preceding subsection (c), then this Agreement shall terminate by the giving of written notice of the same to the Seller and the Escrow Agent no later than the next business day after the last day of the Due Diligence Period. In such event, and upon such Due Diligence Termination Notice, the Initial Deposit shall be promptly returned to Purchaser and upon disbursement of the Initial Deposit, the Parties shall have no further obligation, and this Agreement shall become null and void and of no further force and effect. At Seller’s request, Purchaser following such termination provide Seller with copies of any of its Phase I or Phase II environmental reports of the Premises, title commitment and/or survey, if any, prepared for Purchaser during its due diligence, provided Purchaser provided that the same shall be furnished to Seller’s attorney for informational purposes only and Purchaser shall not be deemed to make any representations or warranty with respect to said items. (e) In the event that the Escrow Agent receives notice of the termination of this Agreement pursuant to this Section 3, then the Escrow Agent shall forthwith deliver the Initial Deposit to the Purchaser and upon the Rail Facility by TRMC delivery of such payments, this Agreement shall be deemed terminated and neither party shall have any further rights or its agentsobligations hereunder. (f) Absent written notice from the Purchaser to the Seller of Purchaser’s termination of this Agreement, then it shall be conclusively deemed that (i) the Purchaser has completed the Inspections of the Premises, (ii) the results of the Inspections are satisfactory in all respects to the Purchaser, (iii) the Inspection contingency set forth in this Section 3 has lapsed, and (iv) the Purchaser shall be obligated to fulfill the other terms and conditions of this Agreement, subject to the satisfaction of the other contingencies set forth in this Agreement, including, without limitation, any loss or damage to the Rail FacilityPURA approval in Section 4. (g) Upon Purchaser’s satisfaction of its inspections and the expiration of the Due Diligence Period, with coverage and Purchaser not terminating this Agreement, the Deposit shall become non-refundable except as otherwise expressly provided in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to this Agreement including without limitation (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval default by TLO before final publication of the same occurs; Seller under this Agreement or (ii) provide TLO with the termination of this Agreement pursuant to Sections 4, 5, 10, 12,13, or 14. Purchaser releases any claim to the Deposit at that time, although Escrow Agent shall continue to hold the Deposit and disburse such Deposit to Seller at Closing and to be applied as a copy of credit towards the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transactionPurchase Price.

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement will be contingent upon Buyer's satisfaction with the result of such inspections (including without limitation, structural, insect, radon) of the Premises as Buyer, at his, her, their or its sole cost, may cause to be conducted on or before the date f ( ) calendar day following the acceptance of the Offer by the Seller. Buyer also will be entitled to re-inspect the Premises, at the Buyer's sole cost, within ( ) calendar days of the Closing for the limited purpose of confirming the condition of the Premises has not changed since the completion of the inspections referred to above. Buyer and Buyer's inspectors and consultants will be entitled to have reasonable access to the Premises from time to time for the purposes of making such inspections, provided that Buyer will indemnify Seller from any and all liability, claims, damages, losses, costs or expenses, including attorney fees suffered, paid or incurred by Seller arising out of or as a consequence of Buyer's exercise of rights under this section. If Buyer is thirty (30not satisfied with the condition of the Premises or any portion thereof and, on or before the ( ) days after calendar day following the Effective Dateacceptance of the Offer by the Seller, TRMC shall deliver Buyer notifies Seller in writing that Buyer is terminating this Agreement because of such dissatisfaction, then the Deposit will be refunded to TLO Buyer and all other obligations of the parties hereunder will cease and this Agreement will be null and void. If the Buyer fails to terminate this Agreement by giving written notice of (atermination to Seller on or before the ( ) TRMC’s satisfaction calendar day following acceptance of the Offer by Seller, Buyer will be deemed to have waived his, her, their or waiver, in TRMC’s sole discretion, with respect its rights to terminate the Agreement pursuant to this section. If §56-7-1 N.M.S.A. 1978 Comp. applies to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Priceinspections carried out pursuant to, and the parties indemnification obligations arising under, this Section 14, the agreement to indemnify shall proceed not apply to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possibleliability, but no later than ten (10) days after the Effective Dateclaims, all documents in the possession of TLO damages, losses, costs or its agents relating to the ownership and operation of the Rail Facilityexpenses, including without limitation; attorney fees, arising out of (i) statements for real estate taxesthe preparation or approval of maps, assessmentsdrawings, and utilitiesopinions, reports, surveys, change orders, designs or specifications by the indemnitee, or the agents or employees of the indemnitee; or (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies giving of or other third parties, and (v) any environmental reportsthe failure to give directions or instructions by the indemnitee, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition agents or employees of the improvementsindemnitee, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) where such giving or other matters affecting failure to give directions or instructions is the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies primary cause of insurance issued by a carrier reasonably acceptable bodily injury to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss persons or damage to the Rail Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transactionproperty.

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement are contingent upon Buyer determining, on or before March 25, 1997 ("Inspection Period"), that the date Property is acceptable to Buyer. Seller will permit Buyer and Buyer's agents and contractors access to the Property and to all files, books and records maintained by Seller with respect to the Property at all reasonable times during the Inspection Period, so that is thirty (30) Buyer can conduct all such tests, studies and inspections of the Property and review all such files, books and records as Buyer deems appropriate. All files, books and records maintained by Seller with respect o the Property will be made available for inspection by Buyer and Buyer's agents and contractors at Seller's offices at Suite 1350, 200 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx. During the Inspection Period, Buyer will also be permitted to interview all tenants under the Leases, provided that it provide advance notice to Seller of the times of any such interviews and permits a representative of Seller a reasonable opportunity to be present during such interviews. Buyer agrees to indemnify and hold Seller harmless from any liability or loss incurred by Seller as a result of Buyer's activities at the Property and to promptly restore any damage caused to the Property as a result of such activities. If Buyer fails to timely satisfy or waive its inspection contingency under this ss.5 then, within ten days after the expiration of the Inspection Period, Buyer will deliver to Seller copies of all written reports received by Buyer with respect to the various tests, studies and inspections conducted by Buyer or its agents or contractors with respect to the Property and will return to Seller copies of all of Seller's files, books and records made by Buyer or its agents or contractors during such Inspection Period. In order to further facilitate Buyer's determination of the acceptability of the Property, Seller will, within three business days after the Effective Date, TRMC shall deliver provide the following materials to TLO written notice of Buyer: (a) TRMC’s satisfaction or waiver, Copies of all Leases; (b) Copies of all environmental reports in TRMC’s sole discretion, its possession with respect to the results Real Property; (c) The most current survey of the inspection contingency stated in this Section 4Real Property; (d) The most recent title policy for the Real Property; (e) Copies of financial operating statements for the Property (that is, or income and expense statements) for the 1994, 1995 and 1996 calendar years; (bf) Copies of real estate tax bills for the failure Real Property for the calendar years 1994, 1995 and 1996; (g) Copies of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility any existing service contracts related to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right Property; (h) Copies of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents utilities bills relating to the ownership and operation of the Rail Facility, including without limitationReal Property for the calendar year 1996; (i) statements for real estate taxes, assessments, and utilitiesCopies of all certificates of occupancy in its possession with respect to the Improvements; (iij) plansCopies of all plans and specifications related to the Improvements including, specificationswhere appropriate, permitscivil, structural and mechanical drawings, surveys, reports, and maintenance records; (iiik) accounting records Copies of all expense recovery reconciliation's for the calendar years 1995 and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) or other matters affecting the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss or damage to the Rail Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transaction.1996;

INSPECTION CONTINGENCY. On Buyer's obligations under this Agreement are contingent upon Buyer determining, on or before March 25, 1997 ("Inspection Period"), that the date Property is acceptable to Buyer. Seller will permit Buyer and Buyer's agents and contractors access to the Property and to all files, books and records maintained by Seller with respect to the Property at all reasonable times during the Inspection Period, so that is thirty (30) Buyer can conduct all such tests, studies and inspections of the Property as Buyer deems appropriate and review all such files, books and records as Buyer deems appropriate. All files, books and records maintained by Seller with respect to the Property will be made available for inspection by Buyer and Buyer's agents and contractors at Seller's offices at Suite 1350, 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx. During the Inspection Period, Buyer will also be permitted to interview all tenants under the Leases, provided that it provide advance notice to Seller of the times of any such interviews and permits a representative of Seller a reasonable opportunity to be present during such interviews. Buyer agrees to indemnify and hold Seller harmless from any liability or loss incurred by Seller as a result of Buyer's activities at the Property and to promptly restore any damage caused to the Property as a result of such activities. If Buyer fails to timely satisfy or waive its inspection contingency under this ss.4 then, within ten days after the expiration of the Inspection Period, Buyer will deliver to Seller copies of all written reports received by Buyer with respect to the various tests, studies and inspections conducted by Buyer or its agents or contractors with respect to the Property and will return to Seller copies of all of Seller's files, books and records made by Buyer or its agents or contractors during such Inspection Period. In order to further facilitate Buyer's determination of the acceptability of the Property, Seller will, within three business days after the Effective Date, TRMC shall deliver provide the following materials to TLO written notice of Buyer: (a) TRMC’s satisfaction or waiver, Copies of all Leases; (b) Copies of all environmental reports in TRMC’s sole discretion, its possession with respect to the results Real Property; (c) The most current survey of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents relating to the ownership and operation of the Rail Facility, including without limitation; (i) statements for real estate taxes, assessments, and utilities; (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) or other matters affecting the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss or damage to the Rail Facility, with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transaction.Real Property;

INSPECTION CONTINGENCY. On or before Phase II Inspection. ------------------------------------------- (1) Purchaser shall have the date that is thirty right to inspect the Subject Property and improvements and to cause an updated environmental Phase I inspection (30"Phase I") days after the Effective Date, TRMC shall deliver to TLO written notice of and an environmental phase II inspection (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effect. If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%"Phase II") of the Repurchase Price, Premises to take place by an environmental auditor of Purchaser's selection and the parties at Purchaser's cost. Purchaser shall proceed to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC indemnify Seller from and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents relating to the ownership and operation of the Rail Facility, including without limitation; (i) statements for real estate taxes, assessments, and utilities; (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Facility. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) or other matters affecting the Rail Facility. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility by TRMC or its agents, including, without limitation, any loss or damage to the Rail Facility, with coverage real estate or to persons or property on or about the Subject Property at Purchaser's direction for purposes of the Phase I and Phase II. Notwithstanding anything to the contrary contained in the amount Agreement, Purchaser shall have the right to terminate the Agreement by notice to the Seller on or before December 1, 2003 if it is not satisfied with the result of the inspection, Phase I or Phase II, whereupon the Agreement shall become null and void. In the event Purchaser does not less than $500,000 per occurrence. With respect provide such notice within the time period provided, Purchaser shall be deemed to any have waived this contingency. (2) Purchaser has not completed its updated Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility Premises before December 1, 2003, then at Closing Purchaser and Seller agree that the sum of $50,000 (the "Deposit") from the Seller's proceeds at Closing shall be deposited in connection a joint order escrow with Title Company. The parties agree that in the exercise event that the auditor preparing the updated Phase I or Phase II reasonably recommends remediation of its Right any environmental condition evidenced by the Phase I or Phase II results, that the Deposit shall be withdrawn and applied to the cost of First Refusal or Option such remediation as they are incurred (which remediation shall be performed by Purchaser notwithstanding anything to Repurchasethe contrary contained in the terms of the Walden Lease and/or the Exton Lease as the case may be). This Xxx Xurchaser shall be required by the terms of the escrow agreement to indemnify deliver to the escrow agent and defend TLO shall survive the closing Seller copies of the purchase invoices of contractors performing remedial work three business days prior to withdrawing any portion of the Deposit for payment thereof, and sale transactionthe escrowee shall be instructed, absent any reasonable objection then given, to disburse such funds on the third business day after Purchaser certifies to escrowee that it has so delivered such notice to escrowee and Seller. The Deposit shall not be put in escrow but instead delivered to Seller at Closing if the updated Phase I and Phase II results are available subsequent to December 1, 2003 but prior to Closing and such auditor does not reasonably recommend such environmental remediation. Once made at Closing, the Deposit shall be released to Seller from the escrow in the event that the Phase I and Phase II results are available subsequent to Closing and such auditor does not reasonably recommend such environmental remediation. Any portion of the Deposit not used for remediation under the terms described herein shall be released to Seller upon the completion of such remediation.

INSPECTION CONTINGENCY. On or before the date that is thirty (30) days after the Effective Date, TRMC shall deliver to TLO written notice of (a) TRMC’s satisfaction or waiver, in TRMC’s sole discretion, with respect to the results of the inspection contingency stated in this Section 4, or (b) the failure of this condition. If TRMC fails to timely deliver such notice to TLO, then this condition shall be deemed not satisfied, and TRMC shall be under no obligation to proceed with the repurchase of the Rail Facility[specify appropriate Premises Facilities]. If TRMC’s inspection contingency followed the exercise of the Right of First Refusal, then following TLO’s receipt of notice of the failure of this inspection contingency by TRMC (or TRMC’s failure to timely deliver the required notice to TLO), TLO shall be free to sell the Rail Facility [specify appropriate Premises Facilities] to the third party submitting the Purchase Offer on the Purchase Terms, and TRMC’s Right of First Refusal, and TLO’s obligation under this Agreement, shall be null and void and without further force or effecteffect (but only with respect to the portion of the Premises described in the Exercise Notice or the Option Exercise Notice, as appropriate). If TLO fails to enter into a Purchase and Sale Agreement with the third party submitting the Purchase Offer on the Purchase Terms, or thereafter the transaction fails to close, then TRMC’s Right of First Refusal shall continue in accordance with the terms of this Agreement for so long as TLO owns the Rail Facility[specify appropriate Premises Facilities]. If TRMC timely notifies TLO of the satisfaction of this condition, then TRMC shall deposit into escrow, with First American Title Insurance Company or such other title insurance company as is satisfactory to the parties (the “Title Company”), an amount equal to two percent (2%) of the Repurchase Price, and the parties shall proceed to close the repurchase transaction within sixty (60) days thereafter. (a) TLO shall make available for inspection by TRMC and its agents as soon as possible, but no later than ten (10) days after the Effective Date, all documents in the possession of TLO or its agents relating to the ownership and operation of the Rail Facility[specify appropriate Premises Facilities], including without limitation; (i) statements for real estate taxes, assessments, and utilities; (ii) plans, specifications, permits, drawings, surveys, reports, and maintenance records; (iii) accounting records and audit reports; (iv) all current operating agreements and contracts affecting the Rail Facility [specify appropriate Premises Facilities] with railroad companies or other third parties, and (v) any environmental reports, or portions thereof, relating to the Rail Facility[specify appropriate Premises Facilities]. (b) TLO shall permit TRMC and its agents, at TRMC’s sole expense and risk, to conduct inspections concerning the structural condition of the improvements, all mechanical, electrical and plumbing systems, hazardous materials (which may include Phase II environmental site assessments if deemed advisable by TRMC) or other matters affecting the Rail Facility[specify appropriate Premises Facilities]. TRMC shall provide TLO with sufficient evidence that TRMC’s agents are adequately covered by policies of insurance issued by a carrier reasonably acceptable to TLO, insuring TRMC’s agents against any and all liens or liability arising out of the inspections conducted upon the Rail Facility [specify appropriate Premises Facilities] by TRMC or its agents, including, without limitation, any loss or damage to the Rail Facility[specify appropriate Premises Facilities], with coverage in the amount of not less than $500,000 per occurrence. With respect to any Phase I or Phase II environmental site assessments, TRMC agrees to (i) provide TLO with a copy of any and all test results and written reports in draft form for review and approval by TLO before final publication of the same occurs; (ii) provide TLO with a copy of the final written report; and (iii) keep confidential any and all test results and written reports. TRMC agrees to indemnify and defend TLO from all liens, claims, liabilities, losses, damages, costs and expenses, including attorneys’ and experts’ fees, arising from or relating to TRMC’s inspection of the Rail Facility [specify appropriate Premises Facilities] in connection with the exercise of its Right of First Refusal or Option to Repurchase. This agreement to indemnify and defend TLO shall survive the closing of the purchase and sale transaction.