Common use of Preliminary Acceptance Clause in Contracts

Preliminary Acceptance. NHP and the Operating Partnership shall have until 5:00 p.m., California time, on the tenth (10) Business Day following its receipt of each Preliminary Notice (each, a “Preliminary Acceptance Period“) to review the Preliminary Information. PMB LLC shall cooperate reasonably with NHP and the Operating Partnership during the Preliminary Acceptance Period to provide NHP and the Operating Partnership with any reasonable information in addition to the Preliminary Information as shall be reasonably requested by NHP and the Operating Partnership to evaluate the Pipeline Property, but the same shall not extend the Preliminary Acceptance Period. NHP and the Operating Partnership shall give written notice to PMB LLC of its initial approval (each, an “Initial Approval Notice”) or its rejection (each, a “Preliminary Rejection Notice”) of such Pipeline Property on or before the expiration of the applicable Preliminary Acceptance Period. If NHP and the Operating Partnership fail to timely provide an Initial Approval Notice with respect to a particular Pipeline Property, then NHP and the Operating Partnership shall be deemed to have delivered a Preliminary Rejection Notice with respect to such Pipeline Property. If NHP and the Operating Partnership deliver or are deemed to have delivered a Preliminary Rejection Notice with respect to any Pipeline Property, NHP and the Operating Partnership shall have no further rights with respect to such Pipeline Property and PMB LLC and its affiliates may develop or pursue development of such Pipeline Property without regard to this Agreement. If NHP and the Operating Partnership timely deliver an Initial Approval Notice with respect to any Pipeline Property, the provisions of Sections 3.4 and 3.5 below shall apply. Notwithstanding the foregoing, however, if (a) the applicable Preliminary Summary with respect to any Pipeline Property contends that such Pipeline Property is a Non-Qualifying MOB, and (b) NHP and the Operating Partnership disagree with PMB’s contention as set forth therein, then on or before the expiration of such Preliminary Acceptance Period, NHP and the Operating Partnership shall give an Initial Approval Notice with respect to such Pipeline Property along with notice that NHP and the Operating Partnership disagree with PMB LLC’s contention that such Pipeline Property is a Non-Qualifying MOB (each, a “Disagreement Notice”). In such event, the parties shall meet in person or by telephone within three (3) Business Days after PMB LLC’s receipt of any such Disagreement Notice to attempt to mutually agree upon whether such Pipeline Property is a Non-Qualifying MOB or a Qualifying MOB. In the event that the parties are not able to agree within five (5) Business Days after any in person or telephone meeting, then, notwithstanding the first sentence of Section 12.15 hereof, the “Dispute” (as hereinafter defined) shall be submitted to mediation and, if necessary, resolved at the written request of any party to this Agreement by binding arbitration in accordance with the arbitration provisions of Section 12.15 hereof. If the parties agree, or it is determined through mediation or binding arbitration, that such Pipeline Property is a Non-Qualifying MOB, then the provisions of Section 3.1 above shall apply. If the parties agree that such Pipeline Property, or it is determined through mediation or binding arbitration that such Pipeline Property, is a Qualifying MOB, then NHP’s and the Operating Partnership’s Initial Approval Notice shall constitute their initial approval of such Pipeline Property and the provisions of Sections 3.4 and 3.5 below shall apply. If NHP and the Operating Partnership fail to timely deliver a Disagreement Notice, then each of NHP and the Operating Partnership shall be deemed to have agreed with PMB LLC’s determination as to whether the applicable Pipeline Property is a Non-Qualifying MOB. The later of (i) the delivery of an Initial Approval Notice or (ii) if applicable, the date of determination that a Pipeline Property is a Qualifying MOB, notwithstanding that PMB LLC contended that it was a Non-Qualifying MOB, whether by agreement of the parties, mediation or binding arbitration, shall be referred to herein as the “Preliminary Approval Date.”

Preliminary Acceptance. NHP and Upon the Operating Partnership shall have until 5:00 p.m.satisfactory completion of the Subdivision Improvements, California timeor any significant logically separable portion thereof, on the tenth (10) Business Day following its receipt of each Preliminary Notice (each, a “Preliminary Acceptance Period“) to review the Preliminary Information. PMB LLC shall cooperate reasonably with NHP and the Operating Partnership during the Preliminary Acceptance Period to provide NHP and the Operating Partnership with any reasonable information in addition to the Preliminary Information as Developer shall be reasonably requested entitled to obtain preliminary acceptance thereof by NHP and the Operating Partnership to evaluate the Pipeline Property, but the same shall not extend the County ("Preliminary Acceptance Period. NHP and the Operating Partnership shall give written notice to PMB LLC of its initial approval (each, an “Initial Approval Notice”Acceptance") or its rejection (each, a “Preliminary Rejection Notice”) of such Pipeline Property on or before the expiration of the applicable Preliminary Acceptance Period. If NHP and the Operating Partnership fail to timely provide an Initial Approval Notice with respect to a particular Pipeline Property, then NHP and the Operating Partnership shall be deemed to have delivered a Preliminary Rejection Notice with respect to such Pipeline Property. If NHP and the Operating Partnership deliver or are deemed to have delivered a Preliminary Rejection Notice with respect to any Pipeline Property, NHP and the Operating Partnership shall have no further rights with respect to such Pipeline Property and PMB LLC and its affiliates may develop or pursue development of such Pipeline Property without regard to this Agreement. If NHP and the Operating Partnership timely deliver an Initial Approval Notice with respect to any Pipeline Property, the provisions of Sections 3.4 and 3.5 below shall apply. Notwithstanding the foregoing, however, if (a) the applicable Preliminary Summary with respect to any Pipeline Property contends that such Pipeline Property is a Non-Qualifying MOB, and (b) NHP and the Operating Partnership disagree with PMB’s contention as set forth therein, then on or before the expiration of such Preliminary Acceptance Period, NHP and the Operating Partnership shall give an Initial Approval Notice with respect to such Pipeline Property along with notice that NHP and the Operating Partnership disagree with PMB LLC’s contention that such Pipeline Property is a Non-Qualifying MOB (each, a “Disagreement Notice”). In such event, the parties shall meet in person or by telephone within three (3) Business Days after PMB LLC’s receipt of any such Disagreement Notice to attempt to mutually agree upon whether such Pipeline Property is a Non-Qualifying MOB or a Qualifying MOB. In the event that the parties are not able to agree within five (5) Business Days after any in person or telephone meeting, then, notwithstanding the first sentence of Section 12.15 hereof, the “Dispute” (as hereinafter defined) shall be submitted to mediation and, if necessary, resolved at the written request of any party to this Agreement by binding arbitration in accordance with the arbitration provisions following provisions, provided, however, that Preliminary Acceptance will not be given for any separate line item in Exhibit A which is not 100% complete. a. Developer shall give written notice, signed by the Developer or Developer's engineer, to the County requesting an inspection of Section 12.15 hereofthe completed Subdivision Improvements ("Preliminary Inspection Notice"). The Preliminary Inspection Notice shall contain an engineer's stamped statement or certificate that the Subdivision Improvements specified in such notice have been completed in substantial compliance with the Plans. The Preliminary Inspection Notice shall also include a written statement from any Third Party Entity listed in Exhibit B responsible for approval, acceptance, or maintenance of such Improvements to the effect that such Improvements have been inspected by the entity and have been or will be accepted as complete and in substantial compliance with the Plans and other applicable standards of such entity. b. Within fourteen days after receipt by the County of a complete Preliminary Inspection Notice, the County shall inspect the Subdivision Improvements identified in such notice. If the parties agreeCounty finds that the specified Improvements have been completed substantially in accordance with the Plans and the other requirements of this Agreement, the County shall issue a letter evidencing Preliminary Acceptance within fourteen days after the inspection. c. If, upon inspection of the Subdivision Improvements identified in the Preliminary Inspection Notice, the County finds that the specified improvements have not been completed substantially in accordance with the Plans and the other requirements of this Agreement, the County shall issue a written notice of noncompliance within fourteen days after the inspection specifying the respects in which the Subdivision Improvements have not been completed substantially in accordance with the Plans and the other requirements of this Agreement. Upon receipt of such notice, Developer shall take such action as is necessary to cure any noncompliance and, upon curing the same, shall give a new Preliminary Inspection Notice to the County. The County shall not be required to issue any Preliminary Acceptance or it is determined through mediation or binding arbitrationrelease any part of the Security until Developer has cured the noncompliance specified and presented the new Preliminary Inspection Notice. Upon the giving of such a new Preliminary Inspection Notice, that such Pipeline Property is a Non-Qualifying MOB, then the foregoing provisions of this Section 3.1 above shall apply. If be applicable as if the parties agree that such Pipeline Property, or it is determined through mediation or binding arbitration that such Pipeline Property, is new Preliminary Inspection Notice were a Qualifying MOB, then NHP’s and Preliminary Inspection Notice under the Operating Partnership’s Initial Approval Notice shall constitute their initial approval of such Pipeline Property and the foregoing provisions of Sections 3.4 and 3.5 below shall apply. If NHP and this Section 3.1. d. The period required for the Operating Partnership fail County to timely deliver a Disagreement Notice, then each of NHP and make preliminary inspection may be extended for an indefinite period upon the Operating Partnership shall be deemed to have agreed with PMB LLC’s determination as to whether the applicable Pipeline Property is a Non-Qualifying MOB. The later of (i) the delivery of an Initial Approval Notice or (ii) if applicable, the date of determination that a Pipeline Property is a Qualifying MOB, notwithstanding that PMB LLC contended that it was a Non-Qualifying MOB, whether by agreement of the parties, mediation County that weather or binding arbitration, shall be referred seasonal conditions make a thorough inspection unfeasible. Developer is encouraged to herein as request preliminary inspections during the “Preliminary Approval Datemonths of May through October.”

Preliminary Acceptance. NHP and the Operating Partnership shall have until 5:00 p.m.Upon satisfactory completion of all Improvements or an approved phase of Improvements, California time, on the tenth (10) Business Day following its receipt of each Preliminary Notice (each, a “Preliminary Acceptance Period“) to review the Preliminary Information. PMB LLC shall cooperate reasonably with NHP and the Operating Partnership during the Preliminary Acceptance Period to provide NHP and the Operating Partnership with any reasonable information in addition to the Preliminary Information as shall be reasonably requested by NHP and the Operating Partnership to evaluate the Pipeline Property, but the same shall not extend the Preliminary Acceptance Period. NHP and the Operating Partnership Subdivider shall give written notice to PMB LLC notify Town staff requesting an inspection of its initial approval the completed Subdivision Improvements (each, an “Initial Approval Notice”) or its rejection (each, a “Preliminary Rejection Notice”) of such Pipeline Property on or before the expiration of the applicable Preliminary Acceptance Period. If NHP and the Operating Partnership fail to timely provide an Initial Approval Notice with respect to a particular Pipeline Property, then NHP and the Operating Partnership shall be deemed to have delivered a Preliminary Rejection Notice with respect to such Pipeline Property. If NHP and the Operating Partnership deliver or are deemed to have delivered a Preliminary Rejection Notice with respect to any Pipeline Property, NHP and the Operating Partnership shall have no further rights with respect to such Pipeline Property and PMB LLC and its affiliates may develop or pursue development of such Pipeline Property without regard to this Agreement. If NHP and the Operating Partnership timely deliver an Initial Approval Notice with respect to any Pipeline Property, the provisions of Sections 3.4 and 3.5 below shall apply. Notwithstanding the foregoing, however, if (a) the applicable Preliminary Summary with respect to any Pipeline Property contends that such Pipeline Property is a Non-Qualifying MOB, and (b) NHP and the Operating Partnership disagree with PMB’s contention as set forth therein, then on or before the expiration of such Preliminary Acceptance Period, NHP and the Operating Partnership shall give an Initial Approval Notice with respect to such Pipeline Property along with notice that NHP and the Operating Partnership disagree with PMB LLC’s contention that such Pipeline Property is a Non-Qualifying MOB (each, a “Disagreement Inspection Notice”). In such event, The Subdivider that the parties Improvements are ready for preliminary acceptance and shall meet in person or by telephone within provide to the Town three (3) Business Days after PMB LLC’s receipt complete sets of any such Disagreement Notice to attempt to mutually agree upon whether such Pipeline Property is the following documentation: (a) adequate assurance by a Non-Qualifying MOB or a Qualifying MOB. In the event registered engineer that the parties are not able to agree within five (5) Business Days after any in person or telephone meeting, then, notwithstanding the first sentence of Section 12.15 hereof, the “Dispute” (as hereinafter defined) shall be submitted to mediation and, if necessary, resolved at the written request of any party to this Agreement by binding arbitration Improvements have been constructed and completed in accordance with the arbitration provisions approved plans and specifications; (b) “as- built”constructed” engineering drawings for the Improvements; (c) all test reports and logs required by the plans and construction drawings and applicable regulations; and (d) an affidavit or affidavits identifying all contractors, subcontractors and materialmen who supplied labor or materials for the Improvements and verifying that all have been fully paid, together with a conditional lien waiver from each such contractor, subcontractor and material supplier acknowledging payment and waiver of Section 12.15 hereofany lien rights. If the parties agreeThe Town of Fraser has adopted water utility and roadway design and construction standards, or it is determined through mediation or binding arbitration, that such Pipeline Property is a Non-Qualifying MOB, then and storm drainage design criteria by separate documents. Those standards include additional requirements relating to preliminary and final acceptance of required Improvements. Any conveyance documents required pursuant to the provisions of Section 3.1 above 8.2 hereof shall applyalso be submitted to the Town for review and approval. Upon satisfaction of these requirements, and subject to the applicable terms and conditions of the Town’s subdivision regulations, the Town’s staff or designated consultant(s) shall inspect the completed Improvements within thirty (30) days after receipt by Town staff of the Preliminary Inspection Notice and, if the Town’s staff or designated consultant(s) finds that the specified improvements have been completed substantially in accordance with the Plans and other requirements of this Agreement and the subdivision regulations, the Town staff shall issue a letter evidencing Preliminary Acceptance within thirty (30) days after the inspection. If, upon inspection of the completed Subdivision Improvements, the Town staff or designated consultant(s) finds that the specified improvements have not been completed substantially in accordance with the Plans and other requirements of this Agreement and the subdivision regulations, the Town staff or designated consultant(s) shall issue a written notice of non- compliance within thirty (30) days after the inspection specifying the respects in which the completed Subdivision Improvements have not been completed substantially in accordance with the Plans and other requirements of this Agreement and the subdivision regulations. The Subdivider shall thereupon take such action as is necessary to cure any noncompliance and, upon curing the same, shall give e new Preliminary Inspection Notice to the Town staff. Upon the giving of such a new Preliminary Inspection Notice, the foregoing provisions of this Section 5.2 shall be applicable as if the new Preliminary Inspection Notice were a Preliminary Inspection Notice under the foregoing provisions of Section 5.2. and shall, within thirty (30) days following the inspection, notify Subdivider in writing of non-acceptance or preliminary acceptance of the Improvements. If the parties agree that such Pipeline PropertyImprovements are not accepted, or it is determined through mediation or binding arbitration that such Pipeline Property, is a Qualifying MOB, then NHP’s and the Operating Partnership’s Initial Approval Notice shall constitute their initial approval of such Pipeline Property and the provisions of Sections 3.4 and 3.5 below shall apply. If NHP and the Operating Partnership fail to timely deliver a Disagreement Notice, then each of NHP and the Operating Partnership reasons for non- acceptance shall be deemed to have agreed with PMB LLC’s determination as to whether the applicable Pipeline Property is a Non-Qualifying MOBstated. The later Town shall not be required to make inspections during any period when climatic conditions interfere with making a thorough inspection, as determined by the Town representative making the inspection. Preliminary acceptance of (i) all or any portion of the delivery Improvements does not constitute a waiver by the Town of an Initial Approval Notice the right to draw on the Performance Guarantee to remedy any defect in or (ii) if applicablefailure of the Improvements that is detected or which occurs after acceptance of the Improvements, nor shall such acceptance operate to release Subdivider from its warranty as herein provided. Upon preliminary acceptance, the date of determination Town will assume responsibility for snow removal on accepted public streets, but the applicant shall remain responsible for all other maintenance and repairs pending final acceptance. At the Town’s discretion, it may elect not to plow any accepted streets until there is development on individual lots that a Pipeline Property is a Qualifying MOB, notwithstanding that PMB LLC contended that it was a Non-Qualifying MOB, whether by agreement of the parties, mediation or binding arbitration, shall be referred to herein as the “Preliminary Approval Datewarrant access.”