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<br />3 CLOSING AND CLOSING DATE: The consummation of the sale by Seller and the purchase by
<br />Buyer of tine Property (tire "Closing") shall take place on or before April 1, 2006 at the offices of Coleman, Gledhill,
<br />Hargrave & Peek, P.C, 129 E Tryon Street, Hillsborough, North Carolina. At Closing, title to the Property shall be
<br />delivered to Buyer. In the event Buyer, despite diligent efforts, is unable by March 10, 2006, to satisfy one or more
<br />of the conditions for Closing set forth in Section 7(a)(v), relating to the I GC Approval (as hereinafter defined) and
<br />Section 7(a)(vii), relating to a regulatory moratorium, and Buyer reasonably believes that such condition or
<br />conditions may be satisfied by April 14, 2006, Buyer may extend the date for Closing through and including May
<br />15, 2006, by giving a written notice to Seller on or before March 15, 2006 At Closing, title to the Property shall be
<br />delivered to Buyer. Buyer and Seller agree to work diligently in good faith to close as early as possible following the
<br />satisfaction of the financing and land use contingencies referred to in Sections 6(e), 7(a)(v) and 7(a)(vii) below.
<br />4. DELIVERY OF DOCUMENTATION: Seller shall provide to Buyer as soon as reasonably possible,
<br />and in any event within twenty (20) days of execution by Buyer and Seller of this Agreement, copies of the
<br />following (the "Due Diligence Information"):
<br />a) A list of all fixtures and tangible personal property owned by Seller and which will be owned by
<br />Seller at Closing and used in connection with the present operation of the Property, together with the form of a bill
<br />of sale or other appropriate title instrument that will be used to transfer title to this property to Buyer, free of any and
<br />all liens or other encumbrance;
<br />b) A list of all contracts, leases, and commitments between Seller and third parties entered into in
<br />connection with the Seller's operation of the Property, including documents evidencing their termination, without
<br />recourse to Buyer, on or before Closing;
<br />c) Copies of such information as Buyer may reasonably request in connection with Buyer's obtaining
<br />of title insurance commitments or otherwise with respect to the Property.
<br />5 ACTIONS PENDING CLOSING:
<br />a) Investigation Period: As of the date hereof through the date which is thirty (30) days after
<br />execution by Buyer and Seller of this Agreement ("Investigation Period") and nevertheless subject to the terms and
<br />conditions of this Agreement, Buyer and Buyer's authorized representatives shall be entitled to make such
<br />investigations and other inquiries, tests and evaluations regarding this Property (collectively, the "Investigations") as
<br />Buyer deems reasonably necessary If the results of such Investigations are unacceptable to Buyer, in Buyer's sole
<br />and absolute discretion, then Buyer shall have the right, exercised not later than die expiration of the Investigation
<br />Period, to terminate this Agreement by giving written notice thereof to Seller, in which event the parties hereto shall
<br />have no further rights, obligations or liabilities with respect to each other under this Agreement
<br />b) Access to Property: Seller shall give Buyer and its agents, engineers and other representatives,
<br />access to the Property from the date hereof through Closing, at reasonable times after reasonable notice to Seller, for
<br />the purpose of conducting inspections and examinations of the Property and of monitoring activities at the Property.
<br />Buyer shall also have the right to review and inspect all leases, contracts or other agreements related directly to the
<br />Property and shall be entitled to review such books and records of Seller as relate directly to the ownership of the
<br />Property Buyer assumes all responsibility for the acts of itself, its agents and representatives in exercising its rights
<br />under this paragraph and Buyer furthermore, to the extent permitted by law, indennnifies and agrees to defend and
<br />hold Seller harnfless from and against any and all claims, causes, suits, losses, damages, liabilities, expenses and
<br />costs (including reasonable attorney fees and expenses) arising out of or caused by Buyer's activities at, on or in
<br />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 />RAL EIGI 1\454765 6
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