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C. Seller shall deliver through escrow such other funds and documents as are necessary to comply with Seller's obligations under this Agreement. D. Seller shall not be in default of any of its obligations under the terms of this Agreement, and all of Seller's representations and warranties contained in this Agreement shall continue to be true and correct in every material respect as of the Close of Escrow. E. Seller shall have timely performed all of its other obligations under this Agreement. F. Condition of Title. Buyer shall have approved the condition of title to the Property and Escrow Agent shall have committed to deliver to Buyer a title insurance policy as required by Section 3.7.6. hereof. G. Soils and Environmental Conditions. Buyer shall have approved the soils and environmental condition of the Property as provided in Section 4.1. above. H. Feasibility. Buyer shall have until 5:00 p.m. on the date fifteen (15) calendar days after the Effective Date (the "Feasibility Period "), to perform any additional feasibility review of the Property, and to determine, in Buyer's sole and absolute discretion, whether or not to proceed with the acquisition of the Property. Buyer's review may include engineering and economic studies, development and building costs, easements, surveys, environmental impact reports, environmental Property assessment reports, soils reports, wetlands review and permit fees. I. Documents and Materials. Within 5 business days following the Effective Date, Seller shall furnish Buyer with copies of all tests, surveys, maps, plans, records, permits, correspondence, reports and other materials related to or affecting the Property which are within Seller's possession or control. J. Right to Enter; Indemnification. Buyer, its agents, consultants, contractors and subcontractors, and any governmental or quasi - governmental personnel and agencies as Buyer may choose to contact, shall have the right to enter the Property at any time during the term of this Agreement to make any and all inspections and tests as Buyer may, in its sole and absolute discretion, deem necessary or desirable, provided such entry shall not unreasonably interfere with Seller's use of the Property. Buyer agrees to indemnify and defend Seller and hold it and the Property free and harmless from any costs or liability relating to personal injury, physical property damage and /or mechanics' liens, and attorneys' fees related thereto, incurred by reason of such investigations, and, to repair any damages caused to the Property by reason of any entry or investigation thereof. Notwithstanding the foregoing, however, Buyer shall not be obligated to defend or indemnify Seller, nor to repair any damage attributable in whole or part to any one or more of the following: (1) the discovery of Hazardous Materials (as defined in Section 4.1.5.C.) on the Property; (2) a pre- existing latent defect in the Property; (3) the spread of Hazardous Materials already present on the Property despite the use of reasonable care; or (4) the act or omission of Seller or its agents. 9 82483 00000\5 5 71002.3 ATTY /AGR /2010.120 103010