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16 <br /> 7. Deed. At Closing, Landlord shall deliver to County a special warranty <br /> deed (the "Deed") conveying to County fee simple title to the <br /> Shopping Center, subject to (i) the lien for real estate taxes not yet due <br /> and payable; (i1) all easements, covenants, conditions, restrictions and <br /> other matters as appear of record; (iii) the Shopping Center Leases; and <br /> (iv) the reserved easements described in Paragraph 17 below. <br /> 8. Closina Adjustments. Ad valorem taxes on the Shopping Center, if <br /> any, for the calendar year in which the closing occurs shall be paid <br /> by Landlord.The credit for pro-rated ad valorem taxes on the Property <br /> that would be due Seller if Buyer were not a North Carolina local <br /> government shall be added to the purchase price for the fee simple <br /> interest m the Property. Landlord shall pay any Orange County ad <br /> valorem taxes on personal property of Landlord for the entire year of the <br /> closing. Seller shall pay all ad valorem taxes on the Shopping Center for <br /> calendar years prior to the calendar year in which the closing occurs <br /> and all deferred taxes and any tax penalties including late listing <br /> penalties. All rents under the Shopping Center Leases and all utilities <br /> shall be prorated at Closing. Landlord shall pay the costs of preparing the <br /> Deed. Tenant shall pay all and any excise tax on the Deed. and all costs <br /> and expenses incurred in connection with its examination of title to the <br /> Shopping Center, including all premiums charged by County's title <br /> insurance company. Each party shall pay its own legal, accounting and <br /> other expenses incurred in connection with the Option or Closing <br /> hereunder. <br /> 9. Condemnation. If, after exercise of the Option and prior to Closing, <br /> any taking pursuant to the power of eminent domain is proposed or <br /> occurs, as to all or any portion of the Shopping Center, or a sale occurs <br /> in lieu thereof, County shall be entitled to elect either to (i) terminate <br /> its agreement to purchase the Shopping Center by giving Landlord <br /> notice of such termination within fifteen (15) days after County <br /> receives written notice of such occurrence, or (ii) proceed with <br /> Closing, in which event all proceeds, awards and other payments <br /> arising from any such taking or sale shall be paid to County, with no <br /> adjustment of the Purchase Price. <br /> 10..Default. If County fails to close on that date required in Paragraph 5 <br /> above after exercise of the Option, then Landlord shall be entitled to <br /> exercise any and all remedies available to it at law or in equity for breach <br /> of a contract to purchase real estate. <br /> In the event of default by Landlord, Buyer shall be entitled, as Buyer's <br /> sole and exclusive remedy, either to: (a) terminate it agreement to <br /> purchase the Shopping Center upon written notice to Landlord, or (b) <br /> demand and compel by an action for specific performance or similar <br /> legal proceedings, if necessary, the immediate conveyance of the <br /> Shopping Center by Landlord in compliance with the terms and conditions <br /> set forth on this Exhibit. <br />