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<br />Section 5. Evidence of Title: Seller agrees to convey fee simple insurable title to the Property without exception for mechanics' liens,
<br />free and clear of all liens, encumbrances and defects of title other than: (a) zoning ordinances affecting the Property, (b) Leases (as
<br />defined in Section 7, if applicable) and (c) specific instruments on the public record at the Contract Date agreed to by Buyer (not
<br />objected to by Buyer prior to the end of the Examination Period), which specific instruments shall be enumerated in the deed
<br />referenced in Section 11 (items 5(a), 5(b) and 5(c) being collectively "Permitted Exceptions "); provided that Seller shall be required to
<br />satisfy, at or prior to Closing, any encumbrances that may be satisfied by the payment of a fixed sum of money, such as deeds of trust,
<br />mortgages or statutory liens. Seller shall not enter into or record any instrument that affects the Property (or any personal property
<br />listed on Exhibit A) after the Contract Date without the prior written consent of Buyer, which consent shall not be unreasonably
<br />withheld, conditioned or delayed.
<br />Section 6. Conditions: This Agreement and the rights and obligations of the parties under this Agreement are hereby made expressly
<br />conditioned upon fulfillment (or waiver by Buyer, whether explicit or implied) of the following conditions:
<br />(a) New Loan: The Buyer must be able to obtain the loan, if any, referenced in Section 1(b)(ii). Notwithstanding, after
<br />N /P, , Seller may request in writing from Buyer a copy of the commitment letter. If Buyer
<br />fails to provide Seiler a copy of the commitment letter within five (5) days of receipt of Seller's request, then Seller may terminate this
<br />Agreement by written notice to Buyer at any time thereafter, provided Seller has not then received a copy of the commitment letter, and
<br />Buyer shall receive a return of Earnest Money.
<br />(b) Qualification for Assumption: The obligations of Buyer under this Agreement are conditioned upon Buyer being able
<br />to assume the existing loan described above. If such assumption requires the lender's approval, Buyer agrees to use its best efforts to
<br />secure such approval and to advise Seller immediately upon receipt of the lender's decision. Approval must be granted on or before
<br />N/A . On or before this date, Buyer has the right to terminate this Agreement for failure
<br />to be able to assume the loan described above by delivering to Seller written notice of termination by the above date, time being of the
<br />essence. If Buyer delivers such notice, this Agreement shall be null and void and Earnest Money shall be refunded to Buyer. If Buyer
<br />fails to deliver such notice, then Buyer will be deemed to have waived this condition. Unless provided otherwise in Section 3 hereof,
<br />Buyer shall pay all fees and costs associated with any such assumption, including any assumption fee charged by the lender. At or
<br />before Closing, Seller shall assign to Buyer all interest of Seller in any current reserves or escrows held by the lender, any property
<br />management company and/or Seller, including but not limited to any tenant improvement reserves, leasing commission reserves,
<br />security deposits and operating or capital reserves for which Seller shall be credited said amounts at Closing.
<br />(c) Title Ex ruination: After the Contract Date, Buyer shall, at Buyer's expense, cause a title examination to he made of the
<br />Property before the end of the Examination Period. In the event that such title examination shall show that Seller's title is not fee
<br />simple insurable, subject only to Permitted Exceptions, then Buyer shall promptly notify Seller in writing of all such title defects and
<br />exceptions, in no case later than the end of the Examination Period, and Seller shall have thirty (30) days to cure said noticed defects. If
<br />Seller does not cure the defects or objections within thirty (30) days of notice thereof, then Buyer may terminate this Agreement and
<br />receive a return of Earnest Money (notwithstanding that the Examination Period may have expired). If Buyer is to purchase title
<br />insurance, the insuring company must be licensed to do business in the state in which the Property is located. Title to the Property must
<br />be insurable at regular rates, subject only to standard exceptions and Permitted Exceptions.
<br />(d) Same Condition: If the Property is not in substantially the same condition at Closing as of the date of the offer,
<br />reasonable wear and tear excepted, then the Buyer may (i) terminate this Agreement and receive a return of the Earnest Money or (ii)
<br />proceed to Closing whereupon Buyer shall be entitled to receive, in addition to the Property, any of the Seller's insurance proceeds
<br />payable on account of the damage or destruction applicable to the Property,
<br />(e) Inspections: Buyer, its agents or representatives, at Buyer's expense and at reasonable times during normal business
<br />hours, shall have the right to enter upon the Property for the purpose of inspecting, examining, conducting timber cruises, and
<br />surveying the Property; provided, however, that Buyer shall not conduct any invasive testing of any nature without the prior express
<br />written approval of Seller as to each specific invasive test intended to be conducted by Buyer. Buyer shall conduct all such on -site
<br />inspections, examinations, testing, timber cruises and surveying of the Property in a good and workmanlike manner, at Buyer's
<br />expense, shall repair any damage to the Property caused by Buyer's entry and on -site inspections and shall conduct same in a manner
<br />that does not unreasonably interfere with Seller's or any tenant's use and enjoyment of the Property, In that respect, Buyer shall make
<br />reasonable efforts to undertake on -site inspections outside of the hours Seller's or any tenant's business is open to the public. Buyer
<br />shall provide Seller or any tenant (as applicable) reasonable advance notice of and Buyer shall cause its agents or representatives and
<br />third party service providers (e.g. inspectors, surveyors, etc.) to give reasonable advance notice of any entry onto the Property. Buyer
<br />shall be obligated to observe and comply with any terms of any tenant lease which conditions access to such tenant's space at the
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<br />Buyer Initials i T Seller Initials, C _„ _ STANDARD FORM 580-T
<br />Revised 7/2017
<br />0712017
<br />Produced with ZlpForrnS by zipLogix 18070 Fifteen Mils Road, Fraser, Michigan 40026 www.zipLooix.com MO PS- Orange
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