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<br />(ii) Inspections and Studies/Costs. For the period of time commencing
<br />on the Effective Date and ending at 5:00 p.m. (PST) on the sixty (60) calendar day thereafter
<br />("Contingency Period"), Buyer shall have the right to conduct any and all non-destructive
<br />inspections, investigations, tests and studies (including, without limitation, investigations with
<br />regard to zoning, building codes and other governmental regulations, architectural inspections,
<br />engineering tests, economic feasibility studies and soils, seismic and geologic reports,
<br />environmental testing and investigations to determine if all needed entitlements can be procured
<br />in an acceptable form to develop Buyer's intended development) with respect to the Property as
<br />Buyer may elect to make or maintain. Nothing herein shall authorize any subsurface testing or
<br />drilling on the Property by Buyer or its environmental consultants unless specifically approved in
<br />writing by State, which State may condition or deny in its sole and absolute discretion. The cost
<br />of any such inspections, tests and/or studies shall be borne by Buyer. If Buyer desires to conduct
<br />invasive testing at the Property, Buyer and State shall enter into State’s invasive testing entry
<br />license to facilitate such testing.
<br />(iii) Right of Entry; Indemnification. Between the Effective Date and
<br />the Close of Escrow (provided that Buyer approves the Property prior to the expiration of the
<br />Contingency Period), Buyer and Buyer's employees, agents, contractors, subcontractors and
<br />consultants (collectively, "Buyer's Representatives") shall have the right to enter upon the
<br />Property, at reasonable times during ordinary business hours, upon notice to State at least three
<br />(3) business day prior to entry, to perform such non-destructive inspections, investigations, tests
<br />and studies. Buyer, in performing its non-destructive inspections, investigations, tests and
<br />studies hereunder shall not unreasonably interfere with the operation of the Property, and agrees
<br />to coordinate its activities on the Property with State in advance to avoid any such interference.
<br />Following any such non-destructive tests or inspections, Buyer agrees to promptly return any
<br />portions of the Property damaged or altered by Buyer during such tests or inspections to
<br />substantially the same condition which existed prior to such test or inspection. In the event
<br />Buyer fails to promptly restore Property in accordance with the preceding sentence, State may, in
<br />its sole and absolute discretion, restore the Property and all costs and expenses shall be paid
<br />immediately by Buyer upon demand by State. Buyer shall indemnify, defend and hold State,
<br />including its agencies, departments, boards, commissions, officers, agents, employees and the
<br />Property harmless from any and all claims, damages or liabilities arising out of or resulting from
<br />the entry onto or activities upon the Property by Buyer or Buyer's Representatives or liens arising
<br />from Buyer's due diligence review of the Property. Prior to entry onto the Property by Buyer or
<br />Buyer's Representatives, Buyer shall furnish State with a copy of Buyer's or Buyer's
<br />Representatives, as applicable, policy of commercial general liability insurance issued by a
<br />financially responsible insurance company (at least an A- VI rating in the most recent edition of
<br />Best's Insurance Guide), in form and substance acceptable to State and having limits of no less
<br />than $1,000,000 per occurrence for bodily injury and property damage liability combined with a
<br />$2,000,000 annual policy aggregate and naming State its officers, agents, and employees as
<br />additional insured, covering Buyer's entry on the Property, and Buyer's obligations under this
<br />Section 7(a)(iii).
<br />(iv) Contingency Period Notice. Prior to the expiration of the
<br />Contingency Period, Buyer shall deliver to State and Escrow Holder written notice
<br />("Contingency Period Notice") of its approval or disapproval of the Property and the
<br />Documents and Materials (as defined in Section 7(a)(viii) below). The failure of Buyer to timely
<br />EXHIBIT 2
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