Common use of Feasibility Period Clause in Contracts

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. In (a) For a Feasibility Period of ninety (90) days from the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA date hereof (the "Feasibility Period"). On or before , Buyer is granted the last day right to conduct physical inspections, tests and investigations of the Premises in such a manner as not to inconvenience the tenants and to review copies of the Leases, Service Contracts, bills for calendar years 1994 and 1995 for real estate taxes, utilities (water, sewer, gas and electric) insurance premiums and trash removal pertaining to the Premises. At any time during said Feasibility Period, if, but only if, (a) Buyer shall have the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Lawright, for which the cost any reason whatsoever, to Buyer of remediation would exceed $100,000 in the aggregate cancel and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a serving written notice thereof upon Seller on or before the expiration of said Feasibility Period; if Buyer elects to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticeterminate this Agreement as permitted herein, unless Seller nullifies the termination as described below, then this Agreement shall terminate be cancelled and terminated and the Deposit Deposit, together with interest earned thereon, shall be returned to Buyer and, and neither party hereunder shall have any further liability or obligation to the otherother hereunder except with respect to the indemnifications contained in this Xxxxxxxxx 0, except for the Covenants Surviving Termination. If Xxxxxxxxx 5(e) and Paragraph 22; if Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived exercise its right to terminate this Agreement pursuant to as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationAgreement."

Feasibility Period. In (a) For a Feasibility Period of seventy-five (75) days from the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA date hereof (the "Feasibility Period"). On or before , Buyer is granted the last day right to conduct physical inspections, tests and investigations of the Premises in such a manner as not to inconvenience the tenants and to review copies of the Leases, Service Contracts, bills for calendar years 1994 and 1995 for real estate taxes, utilities (water, sewer, gas and electric) insurance premiums and trash removal pertaining to the Premises. At any time during said Feasibility Period, if, but only if, (a) Buyer shall have the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Lawright, for which the cost any reason whatsoever, to Buyer of remediation would exceed $100,000 in the aggregate cancel and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a serving written notice thereof upon Seller on or before the expiration of said Feasibility Period; if Buyer elects to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticeterminate this Agreement as permitted herein, unless Seller nullifies the termination as described below, then this Agreement shall terminate be cancelled and terminated and the Deposit Deposit, together with interest earned thereon, shall be returned to Buyer and, and neither party hereunder shall have any further liability or obligation to the otherother hereunder except with respect to the indemnifications contained in this Xxxxxxxxx 0, except for the Covenants Surviving Termination. If Xxxxxxxxx 5(e) and Paragraph 22; if Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived exercise its right to terminate this Agreement pursuant as permitted herein, then said right shall automatically lapse, terminate and become null and void. Buyer shall indemnify and save harmless the Seller from any liability, loss, cost or expense (including reasonable attorney's fees) arising from or in connection with such inspection and/or entry upon the Premises; said indemnification shall survive Closing and/or termination of this Agreement. Buyer shall have the right to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, extend the Feasibility Period for a period of fifteen (15) days (the "Extended Feasibility Period") by serving written notice thereof upon Seller shall be able to nullify such termination by notifying Buyer on or before March 31the expiration of the Feasibility Period, 2003provided that during the Extended Feasibility Period, that Seller Buyer shall either (1) reduce only have the right to terminate this Agreement if Buyer fails to obtain a commitment for a Purchase Price by the estimated remediation costMoney Mortgage Loan on terms and conditions satisfactory to Buyer, or (2) together with The Xxxxx Company, L.P. agree with Buyer and in Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationsole discretion.

Feasibility Period. The Buyer shall have thirty (30) days from the Effective Date within which to inspect the Property and determine if the same is suitable for the Buyer’s intended use (the “Feasibility Period”). In the event that Buyer's environmental consultants have determined the Buyer notifies the City in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On writing on or before five o’clock (5:00 p.m.) on the last day of the Feasibility PeriodPeriod that the Buyer disapproves or is dissatisfied in any way with the Property, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost determination to Buyer of remediation would exceed $100,000 be made in the aggregate Buyer’s sole and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9absolute discretion, Buyer may terminate then this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement Contract shall terminate and all the Escrow Deposit heretofore delivered by the Buyer to the Title Company, save and except the sum of both one hundred dollars ($100.00) (which shall be considered non- refundable option money (the “Option Fee”)) and the cost of the Survey, shall be returned to Buyer and, neither party shall have any obligation to the other, except for Buyer. In the Covenants Surviving Termination. If event the Buyer fails to provide such notice of termination on or before so notify the last day City in writing prior to the expiration of the Feasibility Period, Buyer shall be deemed to have waived its right Period of the Buyer’s election to terminate this Agreement pursuant to Contract, this Section 7.2 and this Agreement Contract shall remain continue in full force and effect. If The City hereby grants to the Buyer terminates this Agreement in accordance with this Section 7.2during the Feasibility Period the right to enter upon the Property and conduct such tests as the Buyer deems necessary; provided that the Buyer shall indemnify, Seller defend, and hold harmless the City from all claims, actions, or causes of action which might occur by virtue of the Buyer’s entry upon or testing of the Property and provided further that the Buyer shall be able responsible for all damages occasioned to nullify such the Property arising out of the Buyer’s entry upon or testing of the Property. These obligations will survive the Closing or the cancelation or termination by notifying of this Contract. Notwithstanding the delivery to the Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price its agents by the estimated remediation costCity or any of its agents of any of the above described studies and tests, if any, the Buyer acknowledges that any information of any type which the Buyer has received or may receive from the City, or (2) together with The Xxxxx Companyits agents, L.P. agree with is furnished to the Buyer as a courtesy only and Buyer's lenders (A) on the express condition that the Buyer shall make an independent verification of the accuracy of such information, all such information is being furnished without any representation or warranty by the City as to pay for the remediation iftruth, as and when it is performedaccuracy, and (B) to provide guarantees or other assurance reasonably acceptable to completeness of such lenders with respect to such remediationinformation.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Rouse Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the fox xxx remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either either: (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders to: (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance assurances reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. In Buyer shall have until the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") expiration of the Real Feasibility Period to: 3.2.1 review, in Buyer’s sole and absolute discretion, the suitability of the Property for Buyer’s use and development, including, without limitation, any governmental land use regulations, zoning ordinances, architectural and design approvals, recorded land use restrictions, development costs, on-site construction costs, financial and market feasibility, the status of the Entitlements of the Property (and prospects of any proposed modifications or approvals that may be required for Buyer’s intended use of the Property), the presence of Hazardous Materials, existing or potential assessments imposed on the Property, the subcontracts and consultant contracts used by Seller in connection with the development of the Property, the physical condition of the Property, and the Property Information previously delivered or made available to Buyer has notified (collectively, “Feasibility Matters”); 3.2.2 approve or disapprove of the Feasibility Matters; and 3.2.3 may deliver to Seller thereof together and Escrow Holder written notice of Buyer’s election to (a) approve the Feasibility Matters and proceed with Closing the reasons therefortransaction contemplated under this Agreement (the “Approval Notice”), then subject or (b) terminate this Agreement (the “Termination Notice”). 3.2.4 If Buyer timely delivers the Termination Notice prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, if, but only if, (a) or otherwise fails to deliver the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation Approval Notice prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility Period, Buyer Seller shall be deemed to have waived reimbursed out of the Initial Deposit for its right to terminate reasonable attorneys’ fees incurred in connection with this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effecttransaction, not-to-exceed Fifty-Thousand Dollars ($50,000) (the “Seller’s Reimbursement”). If Buyer terminates this Agreement timely delivers the Termination Notice or fails to deliver the Approval Notice, (i) Seller shall, within three (3) Business Days after receipt of the Termination Notice, deliver an invoice from its attorneys for legal services provided in accordance connection with this transaction, (ii) Escrow Holder shall upon receipt of such invoice disburse to Seller the Independent Consideration plus the Seller’s Reimbursement in the amount of such attorneys’ fees up to a maximum of Fifty-Thousand Dollars ($50,000), (iii) disburse the remainder of the Initial Deposit to Buyer (subject to Buyer’s fulfillment of its obligations under Section 7.22.4), (iv) the Escrow shall be canceled, (v) Buyer and Seller shall share equally any Escrow and title cancellation charges and (vi) the Parties shall thereafter be released from all obligations hereunder other than any obligations that survive termination by their terms. If Buyer delivers the Approval Notice, the delivery of same shall be conclusively deemed to be Buyer’s full and complete approval of all Feasibility Matters and satisfaction of Buyer’s inspection right. Notwithstanding anything to the contrary set forth above, Seller shall not be able entitled to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either any portion of the Seller’s -9- Reimbursement in the event the Irvine Company exercises its ROFO (1defined below) reduce during the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.Feasibility Period. 3.3

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation until 5:00 p.m., Pacific Time, on the thirtieth day following Effective Date (the “Feasibility Period”), to review and approve in Buyer’s sole and absolute discretion the matters or conditions in Sections 2.1(a)-(d) above. If, prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility Period, Buyer notifies Seller in writing of Buyer’s unconditional approval or satisfaction of the matters or conditions described in Sections 2.1(a)-(d) above (the “Approval Notice”), then Buyer shall be deemed to have approved the Property and the matters or conditions described in Sections 2.1(a)-(d) and such matters or conditions shall no longer be conditions to Buyer’s obligations hereunder. If, prior to the expiration of the Feasibility Period, Buyer does not deliver its Approval Notice to Seller, then Buyer shall be deemed to have elected to terminate this Agreement, in which event this Agreement shall terminate, all obligations under this Agreement shall cease (except for any obligations that expressly survive the termination of this Agreement) and Buyer shall be entitled to the prompt return of the Initial Deposit. If any of the conditions set forth in Section 2.1(e) above are not satisfied (or waived in writing by Buyer in its sole and absolute discretion) on the Close of Escrow hereunder, then the provisions of Section 11.2 shall apply. If any of the conditions set forth in Section 2.1(f) above are not satisfied (or waived in writing by Buyer) on the Close of Escrow, then Buyer shall have the right to terminate this Agreement pursuant by delivery of written notice to this Section 7.2 and Seller and, in the event of such termination, all obligations under this Agreement (except for those that expressly survive the termination of this Agreement) shall remain in full force cease and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able entitled to nullify such termination the prompt return of the Deposit made by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationhereunder.

Feasibility Period. During the Environmental Feasibility Period and thereafter until the applicable Closing unless Buyer issues the Non-Feasibility Notice, and subject to Seller’s prior reasonable approval, Buyer, its agents, employees, contractors and engineers may enter upon the Property at its own risk and, while thereon, conduct such surveys, tests, studies, investigations and the like as Buyer, in Buyer’s sole and absolute discretion, may deem necessary or appropriate. Seller acknowledges that Buyer shall have the right to perform standard testing of the Property, including standard environmental testing as is customarily done in connection with a Phase I assessment (the “Phase 1 Environmental Assessment”) for the type of Land. Buyer acknowledges that a representative of Seller may accompany Buyer and Buyer’s agents during such testing. Notwithstanding anything contained herein to the contrary, no intrusive testing or destructive sampling on or within the Property shall be performed without the prior written consent of the Seller in its reasonable discretion. Unless prohibited by law, Buyer shall provide, in any contract with a consultant or other agent for work pertaining to a site assessment or environmental inspection of the Property, a confidentiality clause limiting disclosure of all results to Buyer and Seller, and a clause requiring that a similar confidentiality clause be included in each subcontract related thereto. Buyer agrees to deliver to Seller, within five (5) days after receipt thereof copies of all surveys, test results, analyses, reports and similar material generated with respect to the Property, or any portion thereof. In the event that the Phase I Environmental Assessment discloses any environmental conditions at the Property which are not acceptable to Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 have the right to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a giving written notice (the “Non-Feasibility Notice”) of such conclusion to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Environmental Feasibility Period. If Buyer timely delivers to Seller its Non-Feasibility Notice, this Agreement shall thereupon automatically terminate, in which event neither party hereto shall have any further obligation hereunder to the other party hereto, except to the extent that any obligation set forth herein expressly survives termination of this Agreement. If, on the other hand, Buyer fails to deliver the Non-Feasibility Notice to Seller within the Environmental Feasibility Period, then: (a) Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, concluded that Seller shall either (1) reduce the Purchase Price by environmental condition of the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it Property is performed, acceptable; and (Bb) to provide guarantees or other assurance reasonably acceptable to such lenders the parties shall proceed with respect to such remediationthe Closings under this Agreement. The provisions of this Subsection 4.1 shall survive the Closings and the termination of this Agreement.

Feasibility Period. In the event that Buyer's environmental consultants Tenant shall have determined in their reasonable judgment before a period of one hundred eighty (180) days from the Effective Date that there is a need for a of this Lease (the “Feasibility Period”) to determine the feasibility of Tenant’s planned use of the Leased Premises. At all times from and after the Effective Date Tenant, its employees, agents and contractors shall have full access to the Leased Premises to perform all engineering, environmental, geotechnical, and other tests, inspections, investigations, surveys and assessments which Tenant may, in its sole discretion, find necessary or convenient to determine the feasibility of Tenant’s planned use of the Leased Premises. Such activities may include, but are not limited to, boundary and topographic surveys, wetlands surveys and determinations, geotechnical soil borings and analyses, Phase I and II Environmental Site Assessment environmental assessments ("Phase II ESA"including, but not limited to, testing of soil, sediments, fill material, ground water and surface water), and such other physical tests and inspections (invasive and non-invasive) of the Real PropertyLeased Premises which Tenant may deem necessary or advisable in its sole discretion. Upon completion of Xxxxxx’s inspection activities under this paragraph and if Tenant elects to terminate this Lease pursuant to this Section 2.03, Tenant will restore the Leased Premises to its pre-existing condition. Xxxxxx agrees to indemnify and Buyer has notified Seller thereof together with hold the reasons thereforLandlord harmless from and against any and all liability, then subject claims and damages that may arise from activities of Tenant, its employees, contractors, subcontractors, agents or assigns, under this paragraph. At any time prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day end of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of LawTenant may, for which the cost to Buyer of remediation would exceed $100,000 any reason in the aggregate its sole and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9absolute discretion, Buyer may terminate this Agreement by providing a Lease upon written notice to Seller so stating together Landlord. If Tenant wishes to proceed with a copy this Lease beyond the Feasibility Period, Tenant shall provide written notice to Landlord during the Feasibility Period that Tenant is not terminating this Lease. If Tenant fails to provide written notice to Landlord prior to the end of the Phase II ESA and an estimate Feasibility Period that Xxxxxx has elected to proceed with this Lease, then this Lease shall automatically terminate as of the remediation costs. Upon receipt end of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate Feasibility Period and the Deposit shall be returned to Buyer and, neither party shall have any obligation further obligations hereunder other than those matters expressly stated to survive the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice termination of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationLease.

Feasibility Period. In the event that Buyer's environmental consultants Purchaser shall have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") period ending as of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 Closing Date to conduct its Phase II ESA inspection of the documents delivered or made available for inspection in accordance with Section 3.1 and to conduct a physical inspection of the Property as set forth in Section 3.2 (the "“Feasibility Period"”). On If Purchaser, in its sole and absolute discretion, is for any reason not satisfied with the Property, or before if Purchaser determines, for any reason or for no reason whatsoever, not to purchase the Property, then Purchaser shall have the absolute right at any time at or prior to 5:00 P.M. (Eastern time) on the last day of the Feasibility PeriodPeriod (the “Termination Notice Date”) to terminate this Agreement, if, but only if, such termination right to be exercised by written notice (athe “Termination Notice”) the Phase II ESA discloses evidence to such effect given by or on behalf of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost Purchaser to Buyer of remediation would exceed $100,000 Seller in the aggregate and (b) the Release is not described in the ESAs and information manner provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costsfor herein. Upon receipt of such notice, unless Seller nullifies the termination as described belowTermination Notice, this Agreement shall terminate terminate, and the Escrow Agent shall return the Deposit shall be returned to Buyer andPurchaser, and neither party shall have any further liability or obligation hereunder to the any other, except for any obligations that expressly survive the Covenants termination of this Agreement (collectively, the “Surviving TerminationObligations”). If Buyer Purchaser fails to provide such notice of termination the Termination Notice on or before 5:00 P.M. on the last day of the Feasibility PeriodTermination Notice Date, Buyer Purchaser shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 approved such inspections, and this Agreement shall remain in full force and effect. If Buyer Purchaser terminates this Agreement in accordance with this Section 7.2Agreement, Seller then: (i) the Deposit shall be able returned to nullify such termination by notifying Buyer on or before March 31Purchaser, 2003with all interest accrued thereon, that (ii) all Seller materials provided to Purchaser pursuant to Section 3.1 shall either (1) reduce the Purchase Price by the estimated remediation costbe returned to Seller, or (2) together with The Xxxxx Companycopies of all engineering, L.P. agree with Buyer environmental and Buyer's lenders (A) other studies relating to pay the Property prepared by, for the remediation ifor on behalf of, as and when it is performedPurchaser, shall be delivered to Seller, and (Biii) this Agreement shall terminate and no longer shall be of any force or effect, and neither party shall have any further liability or obligation hereunder to provide guarantees or the other assurance reasonably acceptable to such lenders with respect to such remediationparty, except for the Surviving Obligations.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before All engineering, development, marketing and other inspections, tests and examinations shall be conducted within twenty-one (21) days of the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA"“Feasibility Period”) by parties qualified and, where applicable, licensed to conduct such inspections, tests and/or examinations. Purchaser shall pay the costs of the Real Propertyall tests, inspections, examinations, investigations, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement reviews conducted pursuant to this Section 7.2 Agreement. After the performance of any tests, inspections, examinations, investigations and reviews, Purchaser shall promptly repair any damage to the Property to substantially the same condition as existed prior to the conduct of said tests, inspections, examinations, investigations and reviews, and this Agreement obligation of Purchaser shall remain survive any termination of this Agreement. Prior to undertaking any activity or exercising any rights granted in this Agreement, Purchaser shall obtain, and subsequently maintain in full force and effecteffect throughout the duration of this Agreement, commercial general liability insurance in an amount not less than One Million and No/100 Dollars ($1,000,000.00). If Buyer terminates Such policy or policies shall name Seller as an additional insured, and shall cover damage to property and persons resulting from or connected with any activity of Purchaser as contemplated under this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser agrees to indemnify and hold Seller harmless from any and all liability, loss or damage, including reasonable attorneys’ fees and related costs and expenses arising out of, or resulting from, any and all engineering, development, marketing and other studies that may be conducted by Purchaser, including, without limitation, physical damage to the Property (and any adjoining property) and claims of mechanics and materialmen arising out of such activities. Furthermore, and notwithstanding anything in this Agreement in accordance with this Section 7.2to the contrary, Seller Purchaser shall not be able permitted to nullify such termination by notifying Buyer on perform a Phase II environmental audit and inspection of the Property or before March 31any other form of invasive property testing without Seller’s prior written approval, 2003which may be withheld for any reason or no reason; provided, however, that Seller hereby expressly acknowledges that Purchaser shall either be permitted to make customary and reasonable soil borings and test pits during its examination of the Property. Purchaser’s obligations to Seller under this Paragraph 3 shall survive any termination of this Agreement for one hundred eighty (1180) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationdays.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer This Agreement shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before automatically terminate at 5:01 P.M. Pacific Time on the last day of the Feasibility PeriodPeriod (the “Outside Termination Date”) unless Purchaser delivers to Seller, ifin Purchaser’s sole discretion, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice on or before 5:00 P.M. Pacific Time on the Outside Termination Date expressly stating that Purchaser has elected to Seller so stating together proceed with a copy of the Phase II ESA and an estimate of transaction contemplated by this Agreement (the remediation costs“Notice to Proceed”). Upon receipt of such noticeIn the event that Purchaser fails to timely deliver the Notice to Proceed, unless Seller nullifies or thereafter fails to timely deliver the termination as described belowAdditional Deposit, then this Agreement shall terminate and automatically terminate, the Deposit shall be returned immediately refunded to Buyer and, Purchaser and neither party shall have any obligation to the otherfurther rights or obligations under this Agreement, except for the Covenants Surviving TerminationObligations. If Buyer fails Purchaser timely delivers the Notice to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to Proceed in accordance with this Section 7.2 3.1, and thereafter timely funds the Additional Deposit into Escrow, then (i) this Agreement shall remain in full force and effect. If Buyer terminates effect and Purchaser shall not have any further right to terminate this Agreement in accordance with under this Section 7.2, Seller and (ii) Purchaser shall be able deemed to nullify have waived any liability of Seller and any right to refuse to consummate the Closing by reason of any condition actually known to Purchaser as of the Outside Termination Date, including, without limitation, a misrepresentation. Purchaser shall (i) furnish to Seller proof that Purchaser or its consultants entering upon the Property maintain comprehensive general liability insurance from a company reasonably satisfactory to Seller, for Purchaser or its agents, representatives and employees, of not less than $2,000,000 per incident and naming Seller as an additional insured, such termination by notifying Buyer on insurance to be maintained throughout the term of this Agreement and to cover Seller against claims for bodily injury or before March 31death or property damage occurring in, 2003, upon or about the Property that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together arise in connection with The Xxxxx Company, L.P. agree with Buyer Purchaser’s inspection and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, investigative activities; and (Bii) cause any lien filed against the Property arising from the activities of Purchaser, its employees or agents on the Property during the Feasibility Period to provide guarantees be released or other assurance bonded off within fifteen (15) days of Purchaser receiving notice of or having actual knowledge of any such lien. Purchaser shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold harmless Seller and its partners, shareholders, directors, officers, employees and agents from any and all liabilities, losses, suits, damages, judgments and claims (and related costs, expenses and reasonable legal fees) arising out of the entry onto the Property by Purchaser or any of its agents, representatives, contractors or employees, including any claims relating to any injury to persons or property, except that Purchaser shall not be required to indemnify, defend or hold harmless any party to the extent such lenders party’s negligence or willful misconduct caused any of such liabilities, suits, losses, damages, judgments or claims. However, Purchaser shall have no obligation or liability under the preceding sentence in connection with respect to or as a result of the mere discovery of any condition or conditions upon the Property, unless such remediationcondition was exacerbated by Purchaser or its consultants or contractors.

Feasibility Period. In the event that Buyer's environmental consultants Purchaser shall have determined in their reasonable judgment before a sixty (60) day feasibility period, commencing upon the Effective Date that there (as hereinafter defined) (the “Feasibility Period”), to undertake at Purchaser’s sole expense such engineering, development, marketing and other studies as Purchaser may desire. If Purchaser is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together not satisfied with the reasons thereforProperty or the transaction evidenced by this Agreement for any reason or no reason at all, then subject Purchaser may as a matter of right, terminate this Agreement by written notice to Seller at any time prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day end of the Feasibility Period, if, but only if, (a) in which case the Phase II ESA discloses evidence of any one or more "Releases" Deposit (as such term is defined by Environmental Lawhereinafter defined) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer andPurchaser within five (5) days of such termination (less $100.00 paid to Seller as consideration for entering into this Agreement), neither party and thereafter the parties shall have be relieved of further liability from performing hereunder, with the exception of Purchaser’s obligations to Seller that survive any obligation termination of this Agreement. If such notice is not given prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day end of the Feasibility Period, Buyer shall be deemed to have waived its Purchaser’s right to terminate this Agreement pursuant to this Section 7.2 Paragraph 1 shall expire at the end of the Feasibility Period. Time is of the essence with respect to the giving of any such notice by Purchaser. All engineering, development, marketing and other inspections, tests and examinations shall be conducted by parties qualified and, where applicable, licensed to conduct such inspections, tests and/or examinations. Purchaser shall pay the costs of all tests, inspections, examinations, investigations, and reviews conducted pursuant to this Agreement. After the performance of any tests, inspections, examinations, investigations and reviews, Purchaser shall promptly repair any damage to the Property to substantially the same condition as existed prior to the conduct of said tests, inspections, examinations, investigations and reviews, and this Agreement obligation of Purchaser shall remain survive any termination of this Agreement. Prior to undertaking any activity or exercising any rights granted in this Agreement, Purchaser shall obtain, and subsequently maintain in full force and effecteffect throughout the duration of this Agreement, commercial general liability insurance in an amount not less than One Million and No/100 Dollars ($1,000,000.00). If Buyer terminates Such policy or policies shall name Seller as an additional insured, and shall cover damage to property and persons resulting from or connected with any activity of Purchaser as contemplated under this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser agrees to indemnify and hold Seller harmless from any and all liability, loss or damage, including reasonable attorneys’ fees and related costs and expenses arising out of, or resulting from, any and all engineering, development, marketing and other studies that may be conducted by Purchaser, including, without limitation, physical damage to the Property (and any adjoining property) and claims of mechanics and materialmen arising out of such activities. Furthermore, and notwithstanding anything in this Agreement in accordance with to the contrary, Purchaser shall not be permitted to perform a Phase II environmental audit and inspection of the Property or any other form of invasive property testing without Seller’s prior written approval, which may be withheld for any reason or no reason. Purchaser’s obligations to Seller under this Section 7.2Paragraph 1 shall survive any termination of this Agreement. In the event this Agreement is terminated for any reason prior to Closing, Purchaser agrees that it shall promptly provide to Seller shall be able to nullify such termination copies of the results of any testing and other due diligence activity conducted by notifying Buyer on Purchaser (or before March 31its contractors, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performedagents, and representatives) concerning the Property. Furthermore, any material issues related to the Property and Zoning Change (Bas hereinafter defined) that are known or became known to provide guarantees or other assurance reasonably acceptable Purchaser during the term of this Agreement, including copies of any applicable documents, shall also be provided by Purchaser to such lenders with respect Seller. Purchaser’s obligations to such remediationSeller under this Paragraph 1 shall survive any termination of this Agreement.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before The period between the Effective Date and 5:00 P.M. Eastern Time on that there date which is a need for a Phase II Environmental Site Assessment thirty ("Phase II ESA"30) of days after the Real Property, and Buyer has notified Seller thereof together with Effective Date shall be referred to in this Agreement as the reasons therefor, then subject “Feasibility Period”. Purchaser shall have the right to terminate this Agreement at any time prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, iffor any reason or no reason at all, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a delivering written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticetermination to Seller. In the event Purchaser does not, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation prior to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day end of the Feasibility Period, Buyer shall be deemed to have waived notify Seller in writing of the waiver of its right to terminate this Agreement pursuant to this Section 7.2 and 6(c) (such waiver, the “Feasibility Notice”), this Agreement shall remain in full force and effectautomatically terminate without requirement of further action on the part of Purchaser or Seller. If Buyer In the event Purchaser timely terminates this Agreement in accordance with pursuant to this Section 7.26(c), Purchaser shall immediately return to Seller any documents, plans, studies or other materials related to the Property that were provided by Seller to Purchaser, and the Xxxxxxx Money shall be able refunded to nullify such termination by notifying Buyer on Purchaser and neither party shall have any further liability or before March 31, 2003obligations to the other hereunder provided; however, that the obligations contained in Section 6(a) and Section 6(b) shall survive such termination. If Purchaser has actual knowledge of a breach of representation, warranty or covenant by Seller during the Feasibility Period and does not terminate this Agreement, then Purchaser shall either be deemed to have waived such breach. In the event Purchaser terminates this Agreement for any reason (1whether pursuant to this Section 6(c) reduce or otherwise), then Purchaser shall, at Seller’s request, deliver to Seller copies of all third party reports, investigations and studies, other than economic analyses and attorney work product (collectively, the Purchase Price by the estimated remediation cost“Reports” and, or (2individually, a “Report”) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performedprepared for, and (Bdelivered to, Purchaser in connection with its due diligence review of the Property. Purchaser’s obligation to deliver the Reports pursuant to this Section 6(c) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationshall survive any termination of this Agreement.

Feasibility Period. In Tenant shall have the event that Buyer's environmental consultants have determined in their reasonable judgment before right to terminate the Lease at any time during the first ninety (90) days after the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility PeriodFEASIBILITY PERIOD"), by written notice to Landlord, if Tenant, acting reasonably and in good faith, determines that (i) the physical condition of the Leased Premises is not suitable for the construction and operation of Tenant's proposed Project, including, but not limited to, unsatisfactory environmental conditions; (ii) Tenant will be unable, despite Tenant's best efforts, to obtain the zoning and other governmental entitlements which are necessary for the construction and use of Tenant's proposed Project; (iii) Tenant is unable, despite Tenant's best efforts, to reach an agreement with the tenant under the Moving Forward Lease on terms which are satisfactory to Tenant, which will allow Tenant to terminate such lease in a timely manner; or (iv) Tenant is unable, despite Tenant's best efforts, to obtain a leasehold title insurance policy through Escrow Agent insuring Tenant's interest in the Leased Premises subject only to standard title policy exceptions and to other title exceptions to which Tenant does not reasonably object (hereinafter, "PERMITTED EXCEPTIONS"); or (v) Tenant is unable to obtain estoppel certificates from the tenants under the Existing Leases; or (vi) the Leased Premises is determined to be located in a flood hazard area. On Any notice of termination hereunder shall set forth in detail the reasons for such termination. Upon any termination hereunder and payment of Base Rent owing through and including the date of Tenant's termination. Tenant shall assign the existing Leases to Landlord, Landlord shall return the Phase II Security Deposit and any Phase I Security Deposit letter of credit to Tenant and instruct the Escrow Agent to return the remaining cash portion of the Phase I Security Deposit to Tenant, and all other obligations accruing under the Lease after the date of termination shall be of no further force or before effect. Tenant may also terminate this Lease during the last day Feasibility Period for any other reason, but, upon any termination by Tenant prior to the expiration of the Feasibility PeriodPeriod for a reason other than those listed in items (i) through (vi) above, ifTenant shall assign the Existing Leases to Landlord, but only ifthe Escrow Agent shall immediately disburse the remaining portion of the Phase I Security Deposit to Landlord (or, (a) if the Phase I Security Deposit is in the form of a letter of credit and if Tenant does not replace such letter of credit by cash paid to Landlord, Landlord shall draw the remaining amount of the Phase I Security Deposit), Landlord shall retain the Phase II ESA discloses evidence security deposit and all other obligations accruing under the Lease after the date of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on no further force or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. In (a) Buyer shall have until the event that Buyer's environmental consultants have determined in their reasonable judgment before 5:00 p.m., Pacific Daylight Time, on the date thirty (30) days following the Effective Date that there is a need for a Phase II Environmental Site Assessment of this Agreement ("Phase II ESA"such period being referred to herein as the “Feasibility Period”) of to review and approve (in Buyer’s sole and complete discretion) the Real Propertymatters or conditions in Sections 2.1(a)- (d) above. If, and Buyer has notified Seller thereof together with the reasons therefor, then subject prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility Period, Buyer notifies Seller in writing of Buyer’s unconditional approval or satisfaction of the matters or conditions described in Sections 2.1(a)-(d) above, then Buyer shall be deemed to have approved the Property and the matters or conditions described in Sections 2.1(a)-(d) and such matters or conditions shall no longer be conditions to Buyer’s obligations hereunder. If, prior to the expiration of the Feasibility Period, Buyer does not notify Seller in writing of Buyer’s unconditional approval or satisfaction of all of the matters or conditions described in Sections 2.1(a)-(d) above, then Buyer shall be deemed to have elected to terminate this Agreement, in which event this Agreement shall terminate, all obligations under this Agreement shall cease (except for any obligations that expressly survive the termination of this Agreement) and Buyer shall be entitled to the prompt return of the Initial Deposit (together with all interest accrued thereon while in escrow). If the condition set forth in Section 2.1(e) above is not satisfied (or waived in writing by Buyer in its sole discretion) on the Closing Date, then the provisions of Section 11.2 shall apply. If the condition set forth in Section 2.l(f) above is not satisfied (or waived in writing by Buyer) on the Closing Date, then, provided Buyer is not in breach or default under this Agreement, Buyer shall have the right to terminate this Agreement pursuant by delivery of written notice to this Section 7.2 and Seller and, in the event of such termination, all obligations under this Agreement (except for those that expressly survive the termination of this Agreement) shall remain in full force cease and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able entitled to nullify such termination the prompt return of the Deposit made by notifying Buyer on or before March 31, 2003, that Seller shall either hereunder (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with all interest accrued thereon while in escrow). The Xxxxx Companypreceding sentence to the contrary notwithstanding, L.P. agree with Buyer and Buyer's lenders (Aif the condition set forth in Section 2.1(f) above is not satisfied on the Closing Date due to pay for a breach or default by Seller hereunder, then the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationprovisions of Section 11.2 below shall be applicable.

Feasibility Period. In the event Owner agrees that Buyer's environmental consultants Preserve, its agents, employees, independent contractors, engineers, surveyors and other representatives shall have determined in their reasonable judgment before a period of one hundred fifty (150) days from the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "“Feasibility Period"”), in which to review, inspect and assess the Property and the Property Information. On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost Subject to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described Section 3.4 below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party Preserve shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31the Feasibility Period for any reason or no reason whatsoever, 2003in its sole and absolute discretion, that Seller in which case the Xxxxxxx Money shall either be returned to Preserve. Preserve may, at its option, extend the Feasibility Period six (16) reduce times for a period of up to thirty (30) days each (each an “Initial Extension Option” and collectively, the Purchase Price “Initial Extension Options”) by delivering the estimated remediation costfollowing: (i) written notice of Preserve’s exercise of such Initial Extension Option to Owner prior to the expiration of the then-current Feasibility Period (each an “Initial Extension Notice”) and (ii) an extension fee (each an “Initial Extension Fee” and collectively, the “Initial Extension Fees”) of Fifteen Thousand and No/100 Dollars ($15,000.00) to the Title Company within five (5) business days after such Initial Extension Notice, which shall be nonrefundable upon deposit (except if this Agreement is terminated due to an Owner default, casualty, condemnation, a breach of any of Owner’s representations and warranties made herein, Owner’s failure to cure the Initial Title Defects or Additional Title Defects under Section 1.2, or the closing condition set forth in Section 5.6(c) not being satisfied) and applicable to the Owner’s Capital Contribution at Closing. Furthermore, following the Initial Extension Options, Preserve may, at its option, extend the Feasibility Period an additional six (26) times for a period of up to thirty (30) days each (each an “Additional Extension Option” and collectively, the “Additional Extension Options”, and together with The Xxxxx Companythe Initial Extension Options, L.P. agree the “Extension Options”) by delivering the following: (i) written notice of Preserve’s exercise of such Additional Extension Option to Owner prior to the expiration of the then-current Feasibility Period (each an “Additional Extension Notice”, and together with Buyer the Initial Extension Notice, an “Extension Notice”) and Buyer's lenders (Aii) an extension fee (each an “Additional Extension Fee” and collectively, the “Additional Extension Fees”, and together with the Initial Extension Fees, the “Extension Fees”) of Fifteen Thousand and No/100 Dollars ($15,000.00) to pay for the remediation ifTitle Company within five (5) business days after such Additional Extension Notice, as which shall be nonrefundable upon deposit (except if this Agreement is terminated due to an Owner default, casualty, condemnation, a breach of any of Owner’s representations and when it is performedwarranties made herein, Owner’s failure to cure the Initial Title Defects or Additional Title Defects under Section 1.2, or the closing condition set forth in Section 5.6(c) not being satisfied) and (B) not applicable to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationthe Owner’s Capital Contribution at Closing.

Feasibility Period. In For purposes of this Agreement, the event that Buyer's environmental consultants have determined in their reasonable judgment before term “Feasibility Period” means the period commencing on the Effective Date and ending on the date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") 60 days after the Effective Date. Assignee shall have until the expiration of the Real PropertyFeasibility Period to terminate this Agreement for any reason or no reason, other than title and Buyer survey matters which shall be dealt with pursuant to Section 5 above, by delivering written notice of the termination to Assignor (the “Termination Notice”). If Assignee has notified Seller thereof together determined on or before the expiration of the Feasibility Period that Assignee is satisfied with the reasons therefor, then contingencies that are applicable as of the expiration of the Feasibility Period and Assignee elects to proceed to Closing (subject to the provisions Conditions to Closing), then Assignee may deliver to Assignor a notice to proceed (a “Notice to Proceed”) and the Assignment Xxxxxxx Money shall become non-refundable except as otherwise expressly provided herein (e.g., if this Agreement is terminated by Assignee because one of the Access Agreementconditions in Section 8 is not timely satisfied, Buyer shall be permitted until March 20if there is an uncured default by Assignor under Section 12, 2003 to conduct its Phase II ESA (the "Feasibility Period"etc.). On If Assignee does not issue either a Termination Notice or before a Notice to Proceed prior to 11:59 p.m. (Minnesota time) on the last day date of the expiration of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of then Assignee shall be deemed to have issued a Notice to Proceed. If Assignee issues a conditional Notice to Proceed requiring any one changes or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost amendments to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement and Assignor does not accept such conditions by providing a written notice to Seller so stating together with a copy of counter-execution thereof by 11:59 p.m. (Minnesota time) on the Phase II ESA and an estimate of second (2nd) Business Day following the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day expiration of the Feasibility Period, Buyer then this Agreement shall be terminated and Assignee shall issue a Termination Notice to Assignee prior to 11:59 p.m. (Minnesota time) on the third (3rd) Business Day following the expiration of the Feasibility Period. If Assignee issues a Termination Notice, Assignee and Assignor shall execute a Termination Agreement in the form of Exhibit C attached hereto and Title Company shall promptly return the Assignment Xxxxxxx Money to Assignee. Thereafter, Assignee and Assignor shall have no obligations or liabilities under this Agreement, except for those obligations or liabilities that expressly survive the termination of this Agreement. If Assignee fails to issue a Termination Notice as required herein, Assignee shall be deemed to have waived its right issued a Notice to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationProceed.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") Any other provisions of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject this Agreement to the provisions of the Access Agreementcontrary notwithstanding, Buyer shall be permitted until March 20Purchaser may, 2003 during all reasonable hours and upon reasonable notice, prior to conduct its Phase II ESA 5:00 P.M. on December 15, 1997 (such period - herein referred to as the "Feasibility Period"), cause at Purchaser's sole cost and expense, such boring, engineering, water, sanitary and storm sewer, utilities, topographic, structural, and other tests and investigations, and review such financial information and books and records, including leases, market studies and other studies as Purchaser shall elect; provided, however that any intrusive testing by Purchaser (such as soil borings, and the like) shall be shall be subject to Seller's prior reasonable consent. On or before In the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of event that any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such noticetests, unless Seller nullifies investigations and/or studies indicate, in Purchaser's sole and absolute discretion, that Purchaser's plans for the termination as described belowProperty would not be feasible for any reason, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party then Purchaser shall have any obligation to the otherright, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination at its sole election on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant by giving written notice thereof to this Section 7.2 and Seller, in which event this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2terminate, Seller the Deposit shall be able returned to nullify such termination by notifying Buyer on Purchaser and neither party shall have any further liabilities or before March 31, 2003, that Seller obligations to the other. Said Feasibility Period shall either be extended one (1) reduce day for each day the Purchase Price Acceptance Date (as defined in Section 3 hereof) occurs after October 15, 1997. Purchaser agrees to repair any damage to the Property that may be caused by the estimated remediation costits inspections and to indemnify and defend Seller and its partners, or (2) together with The Xxxxx Companyaffiliates, L.P. agree with Buyer agents and Buyer's lenders (A) to pay for the remediation if, as and when it is performedemployees, and (B) hold Seller and its partners, affiliates, agents and employees harmless against any property damage or physical injury suffered as a result of such inspections, investigations, studies or tests. Purchaser agrees not to provide guarantees or other assurance enter upon the Property until such time as Purchaser has furnished Seller with evidence of a commercial general liability insurance policy with an insurer reasonably acceptable satisfactory to such lenders with respect Seller covering any activities of Purchaser on the Property and containing limits of liability reasonably satisfactory to such remediationSeller.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.

Feasibility Period. The feasibility period shall be deemed to have commenced on May 8, 1998 and shall terminate on May 29, 1998. In the event that Buyer's environmental consultants have determined in their reasonable judgment Purchaser gives Seller written notification (the "Termination Notice"), on or before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") expiration of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"" (time being of the essence), that Purchaser elects not to consummate the purchase of the Property in accordance with this Agreement, then Purchaser and Seller acknowledge and agree that this Agreement shall be conclusively deemed to be terminated and this Agreement shall be of no further force and effect. On The Purchaser shall have the absolute right, in its sole, absolute and nonreviewable discretion, to determine whether to give the Termination Notice. In the event the Termination Notice is given, the Deposit shall be promptly returned to Purchaser and neither party shall have further liability to the other under this Agreement. If Purchaser elects not to, or before fails timely to, give the last day Termination Notice, but Purchaser nonetheless does not post the Second Deposit with the Escrow Agent prior to the end of the Feasibility Period as provided for in Section 4.2, then the Termination Notice shall be deemed given, this Agreement shall terminate, the Deposit shall be promptly returned to Purchaser and neither party shall have further liability to the other under this Agreement. Purchaser may shorten the Feasibility Period by providing Seller written notice of the date on which the Feasibility Period shall end. This Agreement shall not terminate upon the expiration of the Feasibility Period if, prior to the expiration of the Feasibility Period, if, but only if, Purchaser has (i) posted the Second Deposit with the Escrow Agent and (ii) provided notice to Seller that it intends to proceed to Closing in accordance with the terms and conditions of this Agreement. Seller has delivered to Purchaser (a) a copy of the Phase II ESA discloses evidence of any one or more "Releases" most current title commitment (as such term is defined by Environmental Lawincluding recorded exceptions) of Hazardous Materials or a recognized environmental condition on or affecting and survey for the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) copies of the Release documents and items listed on Exhibit B attached hereto and incorporated herein. In addition, Seller shall provide Purchaser with such other reasonable documentation, agreements and other information to the extent readily available and in the possession of Seller related to the ownership, use and operation of the Property as Purchaser reasonably requests. In the event the transaction contemplated by this Agreement is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9consummated for any reason, Buyer may terminate this Agreement by providing a written notice Purchaser agrees that it shall promptly return to Seller so stating together with a copy and instruct its representatives, consultants, attorneys, and prospective investors and brokers to return to Seller, all copies and originals of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement materials provided pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2Section; provided, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003however, that Seller the foregoing obligation shall either (1) reduce cease to apply to Purchaser upon the Purchase Price Closing of the purchase and sale contemplated by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationthis Agreement.

Feasibility Period. In Tenant shall have sixty (60) days from and after the event date this Lease is fully executed or such later date that Buyer's environmental consultants Tenant shall have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") received all of the Real PropertyCity's due diligence materials described in Section 5.05 below, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"), to (i) inspect the Premises; (ii) undertake environmental testings, review Phase I and/or Phase II reports from consultants; (iii) complete its review of the feasibility of the Premises for its intended use; and (iv) conduct and make such other feasibility studies and perform such other inspections, surveys, and testing as Tenant deems necessary or desirable to determine that the Premises are suitable for Tenant's Use. On or before In connection with Tenant's due diligence activities, Tenant and its agents, consultants and contractors shall have the last day right to enter upon the Premises for purposes of conducting its investigations and inspections deemed necessary by Tenant In order to expedite Tenant's (a) preparation of drawings necessary for submission of site plan applications; and (b) feasibility review of the Premises, the City shall provide to Tenant all site development documents in its possession . Should Tenant determine, in Tenant's sole judgment, that the Premises are not suitable for Tenant's Use at any time prior to the expiration of the Feasibility Period Tenant may, at its option, terminate this Lease by written notice to the City prior to the expiration of the Feasibility Period, ifwhereupon this Lease shall become null and void and of no further force or effect, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party parties hereto shall have any obligation no further obligations to one another; or Tenant may waive the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice provisions of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement Lease shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able Tenant's failure to nullify such termination by notifying Buyer notify the City on or before March 31, 2003, that Seller the expiration date of the Feasibility Period shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationconstitute a waiver of this Section.

Feasibility Period. In Tenant shall have sixty (60) days from and after the event date this Lease is fully executed or such later date that Buyer's environmental consultants Tenant shall have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") received all of the Real PropertyCity’s due diligence materials described in Section 5.05 below, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"), to (i) inspect the Premises; (ii) undertake environmental testings, review Phase I and/or Phase II reports from consultants; (iii) complete its review of the feasibility of the Premises for its intended use; and (iv) conduct and make such other feasibility studies and perform such other inspections, surveys, and testing as Tenant deems necessary or desirable to determine that the Premises are suitable for Tenant’s Use. On or before In connection with Xxxxxx’s due diligence activities, Tenant and its agents, consultants and contractors shall have the last day right to enter upon the Premises for purposes of conducting its investigations and inspections deemed necessary by Tenant In order to expedite Tenant’s (a) preparation of drawings necessary for submission of site plan applications; and (b) feasibility review of the Premises, the City shall provide to Tenant all site development documents in its possession. Should Tenant determine, in Tenant’s sole judgment, that the Premises are not suitable for Tenant’s Use at any time prior to the expiration of the Feasibility Period Tenant may, at its option, terminate this Lease by written notice to the City prior to the expiration of the Feasibility Period, ifwhereupon this Lease shall become null and void and of no further force or effect, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party parties hereto shall have any obligation no further obligations to one another; or Tenant may waive the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice provisions of termination on or before the last day of the Feasibility Period, Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement Lease shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able Tenant’s failure to nullify such termination by notifying Buyer notify the City on or before March 31, 2003, that Seller the expiration date of the Feasibility Period shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationconstitute a waiver of this Section.

Feasibility Period. Notwithstanding anything in this Lease to the contrary, Tenant shall have a “Feasibility Period” until 3:00 p.m. CST on Wednesday, August 28, 2013, in which to investigate and inspect the Property to determine whether or not the Property is suitable for Tenant’s intended use, and Landlord agrees to cooperate with Tenant (at no material cost to Landlord) in connection with the investigation and inspection. Among the factors to be considered by Tenant are the zoning and other restrictions on the use of the Property, the condition of soils and improvements, the extent and type of governmental approvals necessary and/or restrictions applicable to the use the Property, the availability and costs of utilities, the condition of the Building, the location and suitability of the configuration of the Property for Tenant’s use, drainage, environmental conditions, and the economic feasibility of the Property as well as any other matters that may affect Tenant’s use and/or enjoyment of the Property. Tenant and Tenant’s agents shall have the right of reasonable access to the Property during the Feasibility Period (upon reasonable advance notice to Landlord) for the purpose of conducting its investigations and inspections, and shall have the right to conduct tests and obtain soil and core samples; provided, however, that Tenant shall not materially interfere with the business operations of the Existing Tenant. In the event that Buyer's environmental consultants have determined Tenant in their reasonable judgment before Tenant’s sole discretion determines the Effective Date that there Property is a need not suitable for a Phase II Environmental Site Assessment ("Phase II ESA") Tenant’s intended use, Tenant shall the right to terminate this Lease under this Section 3.4 by delivering written notice of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject its election to terminate this Lease to Landlord prior to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA (the "Feasibility Period"). On or before the last day expiration of the Feasibility Period, if, but only if, (a) whereupon the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer may terminate this Agreement by providing a written notice to Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, this Agreement shall terminate and the Deposit shall be returned to Buyer and, neither party parties shall have any obligation to the otherno further obligations hereunder, except for those provisions that expressly survive termination. Notwithstanding the Covenants Surviving Termination. If Buyer fails to provide such notice provisions of termination on or Article XIII, before the last day expiration of the Feasibility PeriodPeriod Tenant’s termination notice must be either (i) actually received by Landlord (no deemed delivery); (ii) actually received by Landlord’s attorney, Buyer shall be Pxxxxxx X. Xxxxxx (no deemed delivery); or (iii) refused by either Landlord and Landlord’s attorney. The parties acknowledge that the intent of the prior sentence is to have waived its right give Landlord actual notice of a termination (not constructive, imputed, or deemed notice), so that Landlord can determine if it is obligated to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall be able to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationExisting Lease.

Feasibility Period. In (a) Seller has disclosed to Purchaser that the event limited liability company operating agreement of Seller requires that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") manager of Seller notify all members of the Real Propertyproposed sale, and Buyer has notified permit any member that does not approve the sale an opportunity to purchase the interest in the Seller thereof together with owned by the reasons therefor, then subject other member(s) and/or the Property. Seller shall commence the process of obtaining all members' consent to the provisions of the Access Agreement, Buyer shall be permitted until March 20, 2003 to conduct its Phase II ESA sale (the "Feasibility PeriodConsents") no later than one (1) business day following the Contract Date. If Seller has not delivered to Purchaser written notice that Seller has obtained all necessary Consents (the “Consent Notice”) by the date that is fifteen (15) business days following the Contract Date (the “Consent Notice Deadline”). On or before the last day of the Feasibility Period, if, but only if, (a) the Phase II ESA discloses evidence of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting the Real Property in violation of Law, for which the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Buyer then Seller may terminate this Agreement by providing a delivering written notice to Purchaser and the Escrow Agent (the “Consent Termination Notice”) within one (1) business day following the Consent Notice Deadline. The Consent Notice, if any, shall contain evidence reasonably satisfactory to Purchaser and the Title Company that the Consents have been received. If Seller so stating together with a copy of the Phase II ESA and an estimate of the remediation costs. Upon receipt of such notice, unless Seller nullifies the termination as described below, terminates this Agreement shall terminate by delivering the Consent Termination Notice to Purchaser and the Escrow Agent in a timely manner, then the Deposit shall be returned immediately to Buyer andPurchaser, and neither party shall have any obligation to the other, obligations hereunder except for the Covenants Surviving Terminationthose which expressly survive termination. If Buyer fails to provide such notice of termination on or before Seller does not timely deliver the last day of the Feasibility PeriodConsent Termination Notice, Buyer shall be deemed to have waived its Seller’s right to terminate this Agreement pursuant to this Section 7.2 and 6.8(a) shall be deemed to have been waived, this Agreement shall remain in full force and effect. If Buyer terminates this Agreement in accordance with this Section 7.2, and Seller shall be able obligated to nullify such termination by notifying Buyer on or before March 31, 2003, that Seller shall either (1) reduce deliver evidence reasonably satisfactory to Purchaser and the Purchase Price by Title Company of the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree with Buyer and Buyer's lenders (A) Consents prior to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediationClosing.

Feasibility Period. In the event that Buyer's environmental consultants have determined in their reasonable judgment before the Effective Date that there is a need for a Phase II Environmental Site Assessment ("Phase II ESA") of the Real Property, and Buyer has notified Seller thereof together with the reasons therefor, then subject to the provisions of the Access Agreement, Buyer shall be permitted have until March 20, 2003 to conduct its Phase II ESA 5:00 P.M. Pacific Time on the date which is eighteen months from the Opening of Escrow (the "Feasibility Period") to review the suitability of the Property for Buyer's use and development thereof for the Planned Use, including, without limitation, any governmental land regulations, zoning ordinances, development costs, financial and market feasibility, the status of the entitlement or development condition of the Property, the physical condition of the Property, including soil and geological assessments and a Phase I environmental audit, and available financing, and the suitability of the Planned Use for property covered by the Xxxxxxxxxx Act and the obtainability of permits related thereto (the "Feasibility Matters"). On , and to approve or before the last day disapprove of the Feasibility PeriodMatters in Buyer's sole and absolute discretion, if, but only if, (a) and to deliver to Seller and Escrow Holder the Phase II ESA discloses evidence Feasibility Approval Notice or alternatively written notice of any one or more "Releases" (as such term is defined by Environmental Law) of Hazardous Materials or a recognized environmental condition on or affecting Buyer's disapproval and the Real Property in violation of Law, for which Title Approval Notice. During the cost to Buyer of remediation would exceed $100,000 in the aggregate and (b) the Release is not described in the ESAs and information provided to Buyer and listed on Schedule 10.9, Feasibility Period Buyer may terminate this Agreement by providing a for any reason relating to the Feasibility Matters, in its sole discretion, upon written notice to Seller so stating together with a copy Seller. Failure by Buyer to timely deliver the Feasibility Approval Notice and the Title Approval Notice shall be deemed disapproval of the Phase II ESA and an estimate Feasibility Matters and/or Title Matters, as applicable. If Buyer disapproves (or is deemed to have disapproved) of the remediation costs. Upon receipt of such noticeFeasibility Matters as provided herein, unless Seller nullifies the termination as described below, then this Agreement shall automatically terminate and the Deposit provisions of Section 3.7.1 shall be returned to Buyer andapply, neither party shall have any obligation to the other, except for the Covenants Surviving Termination. If Buyer fails to provide such notice of termination on or before the last day of the Feasibility Period, in which case Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section 7.2 and this Agreement shall remain in full force and effectresponsible for any Escrow termination fees. If Buyer terminates this Agreement in accordance with this Section 7.2, Seller shall reasonably cooperate with Buyer, but in no event shall the Feasibility Period be able to nullify such termination extended, unless by notifying Buyer on mutual written agreement executed by both Seller and Buyer. Any fees or before March 31, 2003, that Seller shall either (1) reduce the Purchase Price by the estimated remediation cost, or (2) together with The Xxxxx Company, L.P. agree costs associated with Buyer and electing to take any portion of the Property out of the Xxxxxxxxxx Act shall be paid by Buyer's lenders (A) to pay for the remediation if, as and when it is performed, and (B) to provide guarantees or other assurance reasonably acceptable to such lenders with respect to such remediation.