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2250-90 Seller shall make a commercially reasonable effort to complete the physical work(if any) on the Property associated with Seller's Environmental Work as to soil on or before June 30, 2008. 3.1.4 Interaction with Agencies, Information Sharing. Buyer agrees that Seller has the exclusive right to control all negotiations and other significant dealings with applicable environmental agencies with respect to Seller's Environmental Work, and to control and conduct (subject to the provisions of Section 3.1) any investigation, remediation or other work with respect to any environmental contamination of or from the Property for which Seller may be responsible to third parties (whether under this Agreement or otherwise). Buyer will have the right to review and comment on Seller's proposed plans for Seller's Environmental Work, but Seller retains the right to reject any such comments at Seller's discretion. Seller and Buyer each will (a) promptly provide to the other party copies of all notices, demands, data and other communications with any environmental agency respecting environmental contamination of the Property and/or Seller's Environmental Work, and(b) where practicable, give the other party not less than five (5) days' prior written notice of each scheduled meeting with any environmental agency concerning the Property, and the opportunity to have a representative in attendance at any such meeting if acceptable to the agency. If sale of the Property fails to Close on or before the Closing Date, Buyer shall promptly return to Seller all copies of data, documents, reports and materials furnished to Buyer pursuant to this Section 3.1.4. 3.1.5 Buyer's Remediation Obligations. Buyer, its successors and assigns, shall be solely responsible, at its and their sole cost and expense, to (a) remediate the Property to the more stringent level consistent with the requirements of DTSC for property used for other than the Permitted Uses, (b) perform all environmental investigation, response, remediation and removal work that is required by law except for Seller's Environmental Work, (c) comply with all institutional controls approved by DTSC as the remedy for the contamination referred to in Section 3.1.3, including, without limitation, deed restrictions and a soil management plan, provided that such institutional controls do not unreasonably interfere with the Permitted Uses, and (d) perform all remediation, response and other activities as may be required by law or as deemed necessary by Buyer or associated or connected with, or which may be accomplished through, the development of the Property including, for example but not in limitation, restricting access to impacted soils by installing engineered barriers such as the application of fill material and construction of paved surface parking lots, development and performance of worker safety protocols, and removal and disposal of impacted soils encountered through excavation (collectively, "Development-Related Response"). Buyer's obligations under Section 3.1.4 and Sections 3.1.5, 3.1.7 and 8.3 are collectively called"Buyer's Remediation Obligations." 3.1.6 License to Enter. Effective as of Closing, Buyer, for itself, its successors and assigns, grants to Seller and its representatives and contractors an irrevocable nonexclusive license and right to enter upon and use the Property from time to time (after reasonable advance notice to Buyer, except in emergency situations) and in locations within the Property as may be reasonably required for purposes of performing Seller's Environmental Work. Such right of entry shall include the rights to connect to power sources on the Property and to lawfully discharge into any sanitary sewer system on the Property, provided that Seller shall pay its proportionate share of any usage charge imposed by the utility on Buyer. All persons who enter upon the Property on behalf of or at the behest of Seller will do so at their own risk, and Buyer G'U.AWAD1vABMH1PSA\Sacramontovrracy City pso 11-17-06.doc 5