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may be selected by the Parties if they can agree upon such third appraiser within a
<br />further period of ten (10) additional days; otherwise, any Party may apply to any
<br />federal or state court of or sitting in the State of California having jurisdiction for
<br />the appointment of any appraiser not appointed or agreed upon within the time
<br />periods herein provided. The appraisers selected pursuant hereto shall be sworn
<br />faithfully and fairly to determine expeditiously the fair market value. The three
<br />appraisers (or the one or two appraisers, if only one or two appraisers are
<br />appointed) shall, with all possible speed, make the appraisal contemplated herein,
<br />set forth their (or its) results in writing, and give notice of the same to the Parties.
<br />If two of the three appraisers shall render a concurring determination, then that
<br />concurring determination shall be conclusive and binding on the Parties. If no
<br />two of the three appraisers shall render a concurring determination, then the
<br />determination of the third appraiser appointed by the two appraisers appointed by
<br />the Parties shall be conclusive and binding upon the Parties; except that if the
<br />determination of the third appraiser shall be lower than the lowest determination
<br />of the other two appraisers, or higher than the highest determination of the other
<br />two appraisers, the final determination shall be the median determination of the
<br />three appraisers.
<br />4.2.2. Each Party shall pay the fees and expenses of the appraiser selected by or
<br />on behalf of it and the fees and expenses of the third appraiser, and any general
<br />expenses incurred by the appraisers in connection with the appraisal, shall be
<br />borne equally between the Parties.
<br />4.2.3. Any appraiser appointed hereunder shall be an appraiser with at least five
<br />(5) years' experience in appraising property of the same type as the Property.
<br />5. Due Diligence; Inspections.
<br />5.1. Within ten (10) days following the Effective Date, and from time to time
<br />thereafter upon receipt of the same, Optionor shall provide or make available to Optionee copies
<br />of all existing documents, agreements, contracts, leases, reports, studies, drawings and/or plans
<br />relating to the operations and physical condition of the Parcel in Optionor's possession, including
<br />without limitation engineering studies, surveys, energy reports, soils reports, geotechnical
<br />reports, traffic studies, leases, governmental correspondence, environmental reports, planning
<br />consultant reports, and plans and specifications (the "Due Diligence Materials").
<br />5.2. 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 Parcel 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 Parcel's as -built conditions, exposing and
<br />documenting hidden conditions at the Parcel, by limited removal of interior non -historic fixtures
<br />and finishes, performing certain non-destructive testing of materials at the Parcel, extracting
<br />concrete core samples in interior non -historically sensitive locations, in connection with the
<br />proposed rehabilitation and reuse of the Parcel (the "Inspections"). The Inspections shall be
<br />completed at Optionee's sole cost and expense. Optionee or Optionee's Agent shall contact
<br />Optionor within one (1) day prior to the time of actual entry onto the Parcel and provide notice of
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