TRANSPORTATION CORRIDOR PURCHASE AGREEMENT 2008

Care Services Agency or other regulatory agency which might assume joint or individual regulatory responsibility for the matters described in Recitals C and D provides in writing one of the following: 1.4.1 The County (or subsequent owner of the Northern Property) is not required to undertake any remediation or clean up activity with respect to the indentified environmental conditions described in the Recitals (other than providing access), notwithstanding any proposed or ongoing remediation efforts by third parties; 1.4.2 No contaminants or hazardous materials sourced within Segment 7 are located within or under Segment 7 which require any remediation or clean up activity, notwithstanding any offsite contamination and/or remediation activity off site; or 1.4.3 No further remediation or clean up activity is required by any party in connection with the identified recognized environmental conditions. If none of the conditions identified in (a) or (b) has occurred within five years of the first Closing Date (or such later date as set forth in Section 1.8) the City's obligation to purchase Segment 7 shall terminate at no cost or penalty to the City. The failure of conditions (a) or (b) to occur, however, shall not affect City's obligation to purchase Segments 8-10 and if City does not purchase Segments 8-10, the forfeiture provisions of Section 1.7 shall apply. If there is disagreement concerning whether any of the conditions in (a) or (b) has occurred, the Dispute Resolution Procedures of this Agreement shall be employed. If City does not purchase Segment 7, City will initiate an amendment to the land use designation of Segment 7 such that its designation is compatible with the land use designation of adjacent properties to allow the highest and best use of Segment 7. 1.5 Security for and Interest on the Northern Property Balance. If at the time of the second Closing Date the Northern Property Balance is to be paid in installments, (a) the City's obligation to pay installments on the Northern Property Balance ($2,000,000) shall be by a promissory note secured by a deed of trust on the Southern Property, and (b) interest on the Northern Property Balance shall accrue at the LAIF rate prevailing on the payment date; provided, however, that if the second Closing Date is within two years of the first Closing Date, no interest shall accrue on the Northern Property Balance until two years after the first Closing Date. The deed of trust on the Southern Property for the purchase of the Northern Property shall be a first deed of trust if the balance has been paid on the Southern Property. If, at the second Closing Date, there remains a balance on City's note for the purchase of the Southern Property, the deed of trust securing the Northern Property purchase shall be second in position only to the deed of trust securing the Southern Property acquisition and any intervening or subsequent liens, encumbrances, assessments, judgments or other obligations secured by or placed against the Southern Property after the first Closing Date shall be paid in full by the City prior to the second Closing Date. The City may pay the Northern Property Balance in full, or any amount of the Northern Property Balance in excess of its installment payment, at any time without penalty. If a deed of trust has been recorded against the Southern Property for the Northern Property Balance, once the Northern Property Balance has been paid in full,