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of all existing documents, agreements, contracts, leases, reports, studies, drawings and /or plans
<br />relating to the operations and physical condition of the Property in Optionor's possession,
<br />including without limitation engineering studies, surveys, energy reports, soils reports,
<br />geotechnical reports, traffic studies, leases, governmental correspondence, environmental
<br />reports, planning consultant reports, and plans and specifications (the "Due Diligence
<br />Materials ").
<br />7.2. Optionor hereby grants Optionee and its agents, consultants, contractors,
<br />subcontractors, employees, representatives, and attorneys (collectively, " Optionee's Agents ") a
<br />license and permission to enter upon, over, under and/or across the Property in order to conduct
<br />visual inspections, physical testing, air samplings, borings, and other samplings, including but
<br />not limited to, observing and documenting the Property's as -built conditions, exposing and
<br />documenting hidden conditions at the Property, by limited removal of interior non - historic
<br />fixtures and finishes, performing certain non - destructive testing of materials at the Property,
<br />extracting concrete core samples in interior non - historically sensitive locations, in connection
<br />with the proposed rehabilitation and reuse of the Property (the "Inspections "). The Inspections
<br />shall be completed at Optionee's sole cost and expense. Optionee or Optionee's Agent shall
<br />contact Optionor within one (1) day prior to the time of actual entry onto the Property and
<br />provide notice of the date and time when entry will be made. Optionor may refuse access to
<br />Optionee if the Remediation Work makes it unsafe or inappropriate, in Optionor's reasonable
<br />discretion, for Optionee or Optionee's Agents to be on the Property at the desired time. Optionor
<br />shall make the Property available as soon as reasonably practical thereafter. The license and
<br />permission to enter upon, over, under and/or across the Property shall continence on the
<br />Effective Date and shall expire upon termination of this Agreement.
<br />7.3. Prior to entry onto the Property, Optionee shall secure, and shall require its
<br />contractors, if any, to secure an insurance policy or policies, as described below.
<br />7.3.1. Notwithstanding any inconsistent statement in the insurance policy or any
<br />subsequent endorsement attached thereto, the protection afforded by these policies
<br />shall be written on an occurrence basis in which Optionor, and its respective
<br />elected and appointed officials, officers, employees, agents and representatives
<br />(together, "Additional Insureds ") are named as additional insureds on all
<br />coverage, except for workers' compensation coverage, and shall (on or prior to
<br />the Effective Date, Optionee shall provide to Optionee the complete legal names
<br />of all Additional hisureds):
<br />(a) Name Additional Insureds as additional insureds on a Commercial General
<br />Liability policy;
<br />(b) Provide a combined single limit of broad form commercial general liability
<br />insurance in the amount of Two Million Dollars ($2,000,000) per occurrence,
<br />which will be considered equivalent to the required minimum limits, and such
<br />insurance shall (i) be written on an occurrence fora, (ii) be written with a primary
<br />policy form with limits of not less than $1,000,000 per occurrence; (iii) be written
<br />with one or more excess layers to bring the total of primary and excess coverage
<br />limits to not less than $2,000,000 per occurrence, (iv) not be written with a
<br />deductible greater than $25,000 per occurrence, (v) contain a waiver of
<br />subrogation in favor of Optionor;
<br />6
<br />51528687.9
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