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• 02-01-00;08:48AM; • ENGEO TRACY # 7/ 7 <br /> 2. Close of Escrow. The Close of Escrow is to occur on the date specified by Buyer in <br /> the Exercise Notice,which date shall be not less than ten (10)days nor more than thirty(30)days <br /> after the Exercise Notice is given. This Agreement shall,to the extent possible,serve as the escrow <br /> instructions. The parties agree to execute all further escrow instructions required by the Escrow <br /> Holder which fiuther instructions shall be consistent with and are reasonably necessary-to effectuate <br /> this Agreement. <br /> 3. Escrow Fees and Costs. Buyer and Seller shall each pay one half(%z)of the Escrow <br /> Holder's expenses including escrow fees, filing fees,recording fees and other charges customarily <br /> shared between the Buyer and Seller in the County. Seller shall pay the cost of documentary and <br /> transfer taxes. The premium for a CLTA standard coverage policy of title insurance(which shall <br /> include a 101.4 Mechanic's Lien Endorsement)shall be shared equally between Buyer and Seller. At <br /> its option,Buyer may obtain an ALTA policy of title insurance,in which case Buyer shall pay any <br /> additional cost for the ALTA policy of title insurance and the cost of any survey required for such <br /> policy. <br /> 4. Title. Title to the Property shall be free and clear of any matters of record,other than <br /> items 1 through 6, 10, 11, 12 and 14 as shown on the preliminary title report dated as of June 22, <br /> 2004 attached hereto as Exhibit"A"(the"Permitted Exceptions"). <br /> 5. Due Diligence Investigation. <br /> a. investigation, Commencing on the Effective Date and through the Close of <br /> Escrow,Buyer may conduct an investigation and review of the Property,including,but not <br /> limited to, the physical condition of the Property, environmental matters, title matters, <br /> governmental regulatory or land use matters, and any other matters affecting Buyer's <br /> anticipated use and ownership of the Property. <br /> b. Survey. Tests and Other Reports: Buyer, at its sole cost and expense, is <br /> expressly authorized to obtain(1)a current soils study of the Property(2)an environmental <br /> study of the Property and/or (3) a survey of the Property. <br /> C. Access. Seller hereby grants to Buyer and its employees, representatives, <br /> agents, affiliates and independent contractors (such parties being collectively referred to <br /> herein as the"Buyer's Parties')a nonexclusive license to enter upon the Property during the <br /> Option Term and prior to the Close of Escrow for the purpose of conducting studies,physical <br /> examinations, surveys and tests of the Property. Buyer hereby indemnifies and agrees to <br /> defend and hold harmless Seller from and against any and all damages,losses,expenses and <br /> liabilities, resulting firom the activities of the Buyer: Notwithstanding the foregoing, the <br /> more discovery by Buyer or by Buyer's Parties of any matters during the course of Buyer's <br /> investigation which may adversely affect the Property shall not be deemed to give rise to any <br /> liability or obligation of indemnification by Buyer to the Seller. <br /> d. Processing. From the Effective Date and through the Close of Escrow,Buyer, <br /> at its sole cost and expense, shall have the right to process: annexations, general and/or <br /> specific plan amendments,zoning changes,development permits and/or agreements and such <br /> 3 <br />