25I - AGMT PROPERTY PURCHASE WARNER PROJ

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Exhibit "D" Access Agreement This Access Agreement ("Access Agreement") is made and effective as of the last date of signature below ("Effective Date") and is by and between Tesoro Refining & Marketing Company LLC, a Delaware limited liability company ("Licensee'), and the City of Santa Ana ("Licensor"), with respect to certain real property commonly known as 2245 S. Main Street, Santa Ana, California as more particularly described on Exhibit "A" attached to this Access Agreement and incorporated herein by reference ("Propert '). Licensor and Licensee are hereafter sometimes singularly referred to as a "Part Y and collectively referred to as the "Parties." Recitals A. Whereas, the Parties are parties to a Purchase and Sale Agreement for Acquisition of Real Property and Bilateral Escrow Instructions ("Purchase and Sale Agreement") regarding the Property; B. Whereas, one of the conditions to closing escrow under the Purchase and Sale Agreement is the full execution of this Access Agreement. Terms & Conditions NOW, THEREFORE, in consideration of the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Licensor and Licensee hereby agree as follows: 1. Condition Precedent. This Access Agreement shall not take effect, nor have any force or effect, unless and until escrow closes under the Purchase and Sale Agreement and the Licensor acquires Licensee's fee interest in the Property as a result of the same. 2. Grant of License. Licensor, for itself and all successors -in -interest to its interest in the Property, and on behalf of all present and future tenants and occupants of the Property, hereby grants to Licensee and Licensee's parent, affiliated and subsidiary companies, and all of their employees, consultants, contractors, representatives, and agents (collectively, "Designated Representatives"), as well as any of their assigns, an irrevocable, non-exclusive license ("License") for the Term (as defined below), at no charge or rent, to access and enter onto the Property and perform any and all Corrective Action(s) (as that term is defined below) on, under, and at the Property that Licensee desires or is required to undertake or cause at the Property. Nothing in this Access Agreement shall be construed as requiring or obligating Licensee to undertake or cause any Corrective Action. The "Term" of this Access Agreement commences on the date Licensor first acquires fee title to the Property from Licensee and continues until one (1) year after Licensee obtains a "No Further Action" letter from the governmental agency with jurisdiction for issuing the same with respect to the Property. 3. Notice. Except in the event of an emergency, and except for any routine, "turnkey' activities, Licensee (or Licensee's Designated Representatives) will provide Licensor a minimum of 48 hours' notice prior to entering the Property via telephone, electronic mail, or facsimile transmission using the telephone number, electronic mail address or facsimile number designated by Licensor below. 4. Performance of Corrective Actions. Licensee shall perform any Corrective Actions (defined herein) it performs at the Property pursuant to this Access Agreement as follows: (a) Licensee shall conduct all Corrective Action in a manner so as to minimize any inconvenience or disruption to any business activities at the Property. Subject to the indemnity granted below for death, bodily injury, and property damage, Licensee and its Designated Representatives shall not be liable or responsible for any direct, special, consequential or incidental economic damages or harm resulting from its exercise of the License granted Page 13 of 18 251-17