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<br />(ii) Elect to terminate this Agreement by giving written notice to Seller and the parties hereto
<br />shall then have no furthe[ rights, obligations or liabilities to each other hereunder.
<br />b) In the event Buyer defaults or fails to perform any of the covenants or conditions or obligations of
<br />Buyer hereunder, Seller, at its option, shall be entitled to enforce by an action at law or in equity Buyer's specific
<br />performance of Buyer's obligations arising out of this Agreement or to seek damages.
<br />c) In the event the Closing has not occurred on or before November 1, 2005 (or December 1, 2005, if
<br />the date for Closing is extended pursuant to Section 3), notwithstanding the diligent efforts of the parties and without
<br />breach by either party, either party may terminate this Agreement on written notice to the other and neidmer party
<br />shall have any liability to the other.
<br />9 ALLOCATIONS: Botlm Buyer and Seller of the Property agree to cooperate to allocate the Purchase
<br />Price behveen categories of property to allow Seller and Buyer to have the information necessary to file IRS
<br />Form 8594, if necessary
<br />10 OTHER PROVISIONS:
<br />a) Counterparts: This Agreement maybe executed in counterparts, each of which shall be deemed an
<br />original, but al] of whictm, taken together, shall constitute one and the same instrument.
<br />b) Entire Aureement: This Al,~reemenC contains the entire agreement behveen the parties and
<br />supersedes all prior and contemporaneous understandings and agreements, whether oral or written, behveen the
<br />parties respecting the subject matter hereof. There are no representations, agreements, arrangements or
<br />understandings, oral or written, between or among the parties to tlmis Agreement relating to the subject matter of this
<br />Agreement which are not fully expressed herein.
<br />c) Construction: The provisions of this Agreement shall be constructed as to their fair meaning and
<br />not for or against any party based upon any aaribution to such part as the source of the language in questions.
<br />Headings used in this Agreement are for convenience of reference only and shad not be used in construing this
<br />Agreement.
<br />d) Applicable Law: This Agreement shall be governed by the laws of the State of North Carolina.
<br />e) Severability: If any terms, covenants, conditions and/or provisions of tlmis Agreement, or the
<br />application thereof to any person or circumstance, shall to any extent be held by a court of competent,jur'isdiction to
<br />be invalid, void or unenforceable, time remainder of the terms, covenants, conditions and/or provisions of this
<br />Agreement, or the application dmereof to any person or circumstance, shall remain in full force and effect and shall in
<br />no way be affected, impaired and/or invalidated tlmereby; provided, however, that if the term, covenant, condition, or
<br />provision, or time application thereof, which is held to be unenforceable is so central to the terms of this Agreement
<br />that such unenforceability would frustrate the propose of this Agreement, either party may by written notice to the
<br />other terminate this Agreement.
<br />f) Waiver of Covenants Conditions and Remedies: The waiver by one party of the performance of
<br />any covenant, condition or promise under this Agreement shall not invalidate this Agreement nor shall it be
<br />considered a waiver by it of any other covenant, condition or promise hereunder. The waiver by either or both
<br />parties of the time for performing any act under this Agreement shall not constitute a waiver of Ylme time for
<br />performing any other act or an identical act required to be performed at a later date.
<br />g) Amendment: This Agreement may be amended at any time by the written agreement of Buyer and
<br />Seller. All amendments, changes, revisions and discharges of this Agreement, in whole or in part, and from time to
<br />time, shat] be binding upon the parties, despite any lack of legal consideration, so long as the same shall be in
<br />writing and executed by the parties hereto.
<br />RALEIGH\ASJJGS 4
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