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soil borings, water samples and the like) without Seller's prior written consent, but Seller shall provide consent
<br />to physical testing such as soil borings and conduct of a Phase 1 and 2 environmental assessment.
<br />3.1.2 Buyer's Delivery of Information to Seller. As additional consideration for
<br />the transaction contemplated herein, Buyer agrees that, at Buyer's expense, it will provide Seller, promptly
<br />following the receipt of same by Buyer, copies of any and all reports, tests, studies and test results obtained by
<br />Buyer or prepared by or on behalf of Buyer with respect to the Property, including, without limitation, those
<br />involving the structural, geologic, environmental or other condition of or relating to the Property (collectively,
<br />"Buyer's Information "). Seller hereby acknowledges that Buyer has not made and does not make any
<br />warranty or representation regarding the truth or accuracy of any Buyer's Information.
<br />3.2 Document Review.
<br />3.2.1 Documents. Within three (3) business days following the Effective Date,
<br />Seller shall deliver to Buyer the documents and materials regarding the Property set forth on Exhibit "D"
<br />hereto, to the extent the same are in Seller's possession. In addition, during the Inspection Period and following
<br />at least forty -eight (48) hours' prior written notice from Buyer, Seller agrees to allow Buyer, its authorized
<br />agents or representatives, at Buyer's expense, to inspect at Seller's offices in Irvine, California, and make copies
<br />of any other documents and property records (other than the Excluded Documents, as defined below) relating
<br />exclusively to the Seller's ownership and operation of the Property, but only if and to the extent such
<br />documents and property records are in Seller's possession. All documents and property records delivered to,
<br />made available to, copied and/or reviewed by Buyer pursuant to this Section 3.2 (including the Contracts, if
<br />any) shall sometimes be referred to collectively herein as the "Documents ". Notwithstanding anything
<br />contained in this Agreement to the contrary, on or before the expiration of the Inspection Period, Buyer shall
<br />provide Seller with written notice indicating which, if any, of the Contracts Buyer (i) requests Seller to
<br />terminate as of the Closing and (ii) requests the opportunity to negotiate with the vendors under such Contracts
<br />regarding post Closing services. Following receipt of such notification, and delivery of the Approval Notice by
<br />Buyer to Seller and Escrow Holder, Seller shall contact the vendors under the Contracts with the foregoing
<br />information. Seller shall be responsible for the payment of any and all termination or transfer fees payable to
<br />vendors under such Contracts. Seller shall retain (and Buyer shall not receive any credit for) any and all
<br />prepaid amounts or other consideration paid by a vendor to Seller under a Contract prior to the date of this
<br />Agreement. Notwithstanding anything in this Agreement to the contrary, Seller shall have no obligation to
<br />make available to Buyer, and Buyer shall have no right to inspect or make copies of, any of the Excluded
<br />Documents. As used herein, "Excluded Documents" shall mean any documents involving either Seller's
<br />financing or refinancing of the Property (other than as reasonably necessary to allow Buyer to confirm the
<br />Property will be conveyed free and clear of all monetary liens and encumbrances), any purchase and escrow
<br />agreements and correspondence pertaining to Seller's acquisition of the Property, any documents pertaining to
<br />the potential acquisition of the Property by any past or prospective purchasers, any third party purchase
<br />inquiries and correspondence, appraisals of the Property, internal budgets or financial projections, and any
<br />other internal documents.
<br />3.2.2 Proprietary Information. Buyer acknowledges and agrees that the
<br />Documents are proprietary and confidential in nature and have been or will be made available to Buyer solely to
<br />assist Buyer in determining the feasibility of purchasing the Property. Buyer agrees not to disclose the
<br />Documents or any of the provisions, terms or conditions thereof, nor shall Buyer disclose any of Buyer's
<br />Information, to any party outside of Buyer's organization except (i) to Buyer's engineers, architects, consultants
<br />assisting with inspections or testing of the Property, attorneys, accountants, and auditors (collectively, the
<br />"Permitted Outside Parties "), or (ii) as may be required by law. Buyer further agrees to notify all Permitted
<br />Outside Parties that the Documents and Buyer's Information are to be kept confidential and not disclosed to
<br />third parties. In permitting Buyer and the Permitted Outside Parties to review the Documents to assist Buyer,
<br />Seller has not waived any privilege or claim of confidentiality with respect thereto, and no third party benefits
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<br />2013 08 20 CTC land purchase 04 agreement FINAL.doc
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