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<br />Taylor, P A. in Raleigh, North Carolina In the event Buyer, despite diligent effods, is unable by November I,
<br />2005, to satisfy one or mote of the conditions for Closing set forth in Section 7(a)(v), relating fo the L.GC Approval
<br />(as hereinafter defined) and financing, Section 7(a)(vii), relating Yo the Expansion Zoning Approvals (as hereinafrer
<br />defined), or Section 7(a)(viii), relating to a regulatory moratorium, and Buyer reasonably believes that such
<br />condition or conditions may be satisfied by December 1, 2005, Buyer may extend the date for Closing tluough and
<br />including December 1, 2005, by giving a written notice to Seller on or before October 25, 2005. At Closing, title to
<br />the Property shall be delivered to Buyer. Buyer and Seller agree to work diligently in good faith to close as early as
<br />possible following the satisfaction of the financing and land use contingencies referred to in Sections 6(h), 6(j),
<br />7(a)(v), 7(a)(vii) and 7(a)(viii) below.
<br />1. 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 tangible personal property owned by Seller and used in connection with the operation
<br />of the Property;
<br />b) A list of all contracts, leases, and commitments between Seller and third parties entered into in
<br />connection with the operation of the Property, and a list of employees and independent contractors, their
<br />compensation levels, and their benefits, if any;
<br />c) A list of all amounts received from users of the Property with respect to use of the Property after
<br />the date hereof, including amounts paid for memberships, for activities or programs, for events or leagues, and for
<br />any other activities, pro-rated by month to indicate the amounts applicable to future months (the "Advance Payment
<br />Amounts"); and
<br />d) Copies of such information as Buyer may reasonably request in writing in connection with
<br />Buyer's obtaining of title insurance commitments or otherwise with respect to the Property.
<br />2. ACTIONS PENDING CLOSING:
<br />a) Investigation Period: As of the date hereof through the date which is sixty (60) 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 any such Investigations are unacceptable to Buyer, in Buyer's
<br />sole and absolute discretion, then Buyer shall have the right, exercised not later than the expiration of the
<br />Investigation Period, to terminate this Agreement by giving written notice thereof to Seller, in which event the
<br />parties hereto shall have no further rights, obligations or liabilities with respect to each other under this Agreement.
<br />make available all books and records reasonablyrequested and shall also make available Seller's personnel and
<br />outside accountant• provided however that Seller shall not be required to enter into any engagement letter
<br />r~resentation letter or other undertaking to such outside accounting firm or Buver in connection with such audit.
<br />The results of such audit shall be satisfactory to Buver in its sole discretion and shall be considered part of the
<br />Investigations. Buver may ternnate this Agreement as set forth. above if the results of such audit are not
<br />satisfactory, in Buyer's sole discretion
<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 />FNL~LICn\45A765 6
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