SITE INFORMATION AND CORRESPONDENCE

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02-01-00;08:48AM; • ENGEO TRACY • # 3/ 7 Property subject to such exception or exceptions. In the event Buyer fails to timely give Seller Notice of Dissatisfaction as provided in section 5(e) below such failure shall constitute Buyer's election to accept the Property subject to the disapproved exceptions and to consummate the purchase of the Property as otherwise provided herein. Notwithstanding anything in this Agreement to the contrary it is Pxnressly aereed that Seller shall deliver title to the Property at the Close of Escrow free and c I indebtedness or other financial encumbrances save :urrent assessment which shall be prorated as of the( M. 5. Due a• days following the Effective Date (the "Revic ation and review of the Property, including,l s Property,environmental matters, title matter s, and any other matters affecting Buyer's an b• r, at its sole cost and expense, is expressly a 'the Property(2)an environmental study of th Y. C. Access. Seller hereby grants to Buyer and its employees, representatives, agents, affiliates and independent contractors (such parties being collectively referred to herein as the"Buyer's Parties')a nonexclusive license to enter upon the Property during the Option Term and prior to the Close of Escrow for the purpose of conducting studies, physical examinations, surveys and tests of the Property. Buyer hereby indemnifies and agrees to defend and hold harmless Seller from and against any and all damages, losses, expenses and liabilities, resulting from the activities of the Buyer: Notwithstanding the foregoing, the mere discovery by Buyer or by Buyer's Parties of any matters during the course of Buyer's investigation which may adversely affect the Property shall not be deemed to give rise to any liability or obligation of indemnification by Buyer to the Seller. The Buyer's indemnification of Seller shall continue in effect even if the parties do not close escrow. d. Processine. From the Effective Date and through the Close ofBscrow,Buyer, at its sole cost and expense, shall have the right to process: annexations, general and/or specific plan amendments,zoning changes, parcel and/or subdivision maps,development agreements and such other applications or permits for entitlements as may be desirable or necessary for the Buyer's proposed use of the Property (the Entitlements), Buyer shall periodically advise Seller of the status of any such processing it performs. Seller shall,at no cost or expense to Seller,cooperate with and assist Buyer in the processing of such items, and to the extent reasonably necessary execute such applications and other documents. If requested, Seller agrees to execute an agency agreement authorizing Buyer to process all such Entitlements. e. Notice of Dissatisfaction. If Buyer gives written notice to Seller by 5:00 p.m. of the final day of the Review Period ofBuyer's dissatisfaction ofthe Property,or any matter 4