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4-26-05; 2: iiPM: -Zc9 sez e56d 4 6/ "O indemnification by Buyer to the Seller. Buyer shall promptly provide to Seller copies of such studies, surveys and tests. Prior to beginning work on the property. each of the Buyer's Parties shall provide to Seller proof of property damage and public liability insurance of at least$1,000,000 naming Seller as additional insured and keep the Property Noe liens- Buyer shall provide 7 days notice of such work so that Seller can post and of Non-responsibility. (d,), processine. From the Effective Date and through the Close ofFscrow,Buyer, at its sole cost and expense,and subject to Seller's reasonable approval thereof shall have the right to process all applications, plans, permits, development agreements, contracts, documents, and other instruments or entitlements necessary or appropriate for the Buyer's proposed use and development of the Property, Buyer shall promptly furnish Seiler with copies of all such documents. Buyer shall periodically advise Seller of the status of the entitlement processing it performs. Seller shall, at no cost or expense to Seller,other than general overhead costs and expenses, cooperate with and assist Buyer in the processing of such items,and to the extent reasonably necessary or appropriate, executing such items and documents. Notwithstanding the foregoing,Buyer shall not subject Seller or the Property to any financial obligation or enter into any agreement which shall create or provide for the creation of assessments,liens or other encumbrances or the recording of any final subdivision maps upon the Property without Seller's prior written consent. No ice of '¢6gliSfd&S14Tt. if Buyer gives writtan notice to Seller by 5:00 p.pn ofthe final day of the Review Period of dissatisfaction with the condition ofthe Property.this' Agreement shall be deemed cancelled and all deposits shall be returned immediately to.Buyer- If Buyer.fails to give written notice of dissatisfaction by 5:00 p.m. of the last day of the Review Period,than Buyer's right to object to such matters shall be deemed waived and this Agreement shall continue in full force and effect. Section 7. Posse3 scion. Unless Buyer otherwise elects,Seller shall terminate all existing leases or other possessory rights pertaining to the Property effective on or before the Close of Escrow. Seller shall deliver exclusive possession of the Propctty to Buyer at the Close of Escrow and shall indomr*and bold Buyer free and harmless(including Buyer's attorneys fees and costa)Erato any claims of Seller's tenants or other persons having or claiming any right of possession in the Property. Section 8. EMMlion5. All non-delinquent taxes,assessments and rents shall be prorated as of the Close of Escrow. Any delinquent taxes or assessments shall be paid by Seller. Section 9. Real Estate Brol=. (s). Buyer is represented in this transaction by Mr. Jeff Robinson of Emerald Stephen Clark of Stephen R. Clark Appraiser Valley Land Company and by Mr. Consultant,lac. At the Close of Escrow Buyer shall pay a reel estate brokerage Commission equal to two and one half percent(2.5%)of the purchase price-one and ahalf percont(1.5%) shall be paid to Emerald Valley Land Company and one per Cent(1.0%) shall be paid to Stephen R. Clark Appraiser& Consultant,lnC. 4 60 39tid NFi£Nnc 5L909£860Z b0 :9t 5002/9Z/"