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Property and shall be entitled to review such books and records of Seller as relate directly to the ownership,
<br />operation, and development of the Property. Buyer assumes all responsibility for the acts of itself, its agents and
<br />representatives in exercising its rights under this paragraph and Buyer furthermore, to the extent permitted by law,
<br />indemnifies and agrees to defend and hold Seller harmless from and against any and all claims, causes, suits, losses,
<br />damages, liabilities, expenses and costs (includins reasonable attorney fees and expenses) arising out of or caused
<br />by Buyer's activities at, on or in connection with the Property.
<br />c) Review and Status of Title: At least five (5) business days prior to the expiration of the
<br />Investigation Period, Buyer may obtain at Buyer's sole cost and expense, commitments for title insurance showing
<br />the condition of title of the Land (including, without limitation, any matters disclosed by Buyer's survey of the
<br />Land, should it elect to obtain one). At any time prior to the expiration of the Investigation Period, Buyer may elect
<br />to provide written notice of Buyer's disapproval of any title matter as shown in the title commitment (those
<br />disapproved title matters as so identified by Buyer being hereinafter called the "Disapproved Exceptions"),
<br />whereupon Seller shall have thirty (30} days. to cure or remove such Disapproved Exception, provided that Seller
<br />may elect to cure any Disapproved Exception that may be cured by the payment of money at Closing. In the event
<br />Seller elects, in its sole discretion, not to cure a Disapproved Exception.. then Buyer may either (i) terminate this
<br />Agreement by giving to Seller written notice of such election to terminate on or before ten (10) days from the date
<br />on which Buyer receives written notice that Seller has elected that it will not cure a Disapproved Exception without
<br />further claim or obligation of any kind to the Seller, or (ii) withdraw the Disapproved Exception and proceed to
<br />close without any abatement in the Purchase Price. If Buyer does not elect by written notice between (i) and (ii) of
<br />the immediately preceding sentence within ten (10) days of Buyer's receipt of Seller's written notice that it will not
<br />cure a Disapproved Exception, then Buyer shall be deemed to have elected (ii).
<br />6. ADDITIONAL AGREEMENTS OF THE PARTIES:
<br />a) Risk of Loss -Insurance Policies: The risk of loss with respect to the Property prior to the
<br />'Closing. shall be on Seller. Unless otherwise agreed to by the parties, if the Property suffers'a casualty damage prior
<br />to Closing that would cause the Seller to cease the conduct of its business on the Property as currently conducted for
<br />a continuous period of one (1) week or longer, Buyer shall have the right to terminate this Agreement by written
<br />notice to Seller. Between the date of this Agreement and the Closing, Seller shall keep all existing insurance
<br />policies applicable to the Property in full force and effect.
<br />b) Eminent Domain: Notwithstanding anything to the contrary elsewhere in this Agreement,
<br />including, without limitation, the expiration of the Investigation Period, if, prior to the Closing, all or any part of the
<br />Property is taken by eminent domain or if condemnation proceedings are commenced, Buyer shall have the option,
<br />by written notice to Seller, to terminate this Agreement. If Buyer does not elect to terminate this Agreement, it shall
<br />remain in full force and effect, and Seller shall assign, transfer and set over to Buyer at the Closing all of Seller's
<br />right, title and interest in any awards that may be made for such taking.
<br />c) Seller's Covenant Against Waste and as to Operations; Consent and Monitoring as to
<br />Maintenance: Between the date of this Agreement and through and including the date of Closing, Seller agrees not
<br />to commit waste upon the Property, or any portion thereof; and Seller warrants and covenants that the Property shall
<br />remain in a condition similar to that which it was as of the date of this Agreement, reasonable wear and tear
<br />excepted. Within twenty days of execution by Buyer and Seller of this Agreement, Buyer and Seller shall jointly
<br />agree on a maintenance budget for the period prior to Closing, which budget shall be similar in amount and
<br />consistent with the maintenance budgets utilized in prior years (the "Agreed Maintenance Budget"). Seller agrees to
<br />conduct its maintenance activities in accordance with the Agreed Maintenance Budget; provided, however, that
<br />Seller may take any action necessary to deal with any health or safety condition or emergency condition, any
<br />violation of law or regulation, or to comply with any insurance requirement (collectively, the "Safety Conditions"),
<br />notwithstanding that such amount is not in the Agreed Ntaintenance Budget, and shall notify Buyer promptly if such
<br />condition occurs, and of the amount of any departure from the Agreed Maintenance Budget. Except with respect to
<br />such Safety Conditions, Seller will obtain the consent of Buyer, which consent will not be unreasonably withheld, as
<br />to any departure from the Agreed Budget that, for any month, exceeds $1,000 in the aggregate. Seller agrees to
<br />RALEIGR:454765_6
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