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satisfactory for recordation in the Orange Coun Register of Deeds, releasing
<br />such memorandum from record in the even that County fails to timely
<br />exercise the Option or the Option otherwise terminates. Landlord's counsel
<br />may .release the escrowed Release document, or record it in the Orange
<br />County Register of Deeds, in the event of such termination or non-exercise.
<br />17.Easements. At Closing, Landlord may, subject to the review and
<br />approval o~ tTCounty which approval shall not be unreasonably withheld,
<br />reserve easements for ingress and egress over the Shopping Center to
<br />provide access by pedestrian and vehicular traffic over all drive aisles,
<br />entrances, exits, and curb cuts, and for installation and operation of utilities
<br />over the Shopping Center at locations reasonably acceptable to the owner of
<br />the Shopping Center, for the benefit of Landlord's one acre retained parcel, as
<br />shown on Exhibit A attached hereto.
<br />18.Disclaimer. County acknowledges and agrees that Landlord has not
<br />made, oed snot make, and will not make, and specifically negates and
<br />disclaims, any representations, warranties (other than the warranty of title as
<br />set out in the Deed), promises, covenants, agreements or guaranties of any
<br />kind or character whatsoever, whether express or implied, oral or written,
<br />past, present, or future, of, as to, concerning or with respect to a) the value,
<br />nature, quality or condition of the Shopping Center, inclu ing, without
<br />limitation, the water, soil and geology, (b) the income to be derived from the
<br />Shopping Center, (c the suitability of the Shopping Center for any, and all
<br />activities and uses which County may conduct thereon, (d) the compliance of
<br />or by the Shopping Center or its operation with any laws, rules, ordinances or
<br />regulations of any applicable governmental authority or body, (e) the
<br />habitability, merchantabili ,marketability, profitability or fitness for a particular
<br />purpose of the Shopping enter, (f) the manner or quality of the construction
<br />or materials, if any, incorporated into the Shopping Center, (g) the manner,
<br />quality, state of repair or lack of repair of the Shopping Center, or (h) any
<br />other matter with respect. to the Shopping Center, and specifically, that
<br />Landlord has not made, does not make and specifically disclaims any
<br />representations regarding compliance with any environmental protection,
<br />pollution or land use laws, rules, regulations, orders or requirements,
<br />including the existence in or on the property of hazardous materials (as
<br />defined below). County further acknowledges and agrees that having been
<br />given the opportunity to inspect the Shoppin Center, County is and will be
<br />relying solely on_ its own investigation of the Shopping Center and not on any
<br />information provided or to be provided by Landlord and at the Closing agrees
<br />to accept the Shopping Center and waive all objections or claims against
<br />Landlord (including, but not limited to, any right or claim of contribution)
<br />arising from or related to the prope~ or to any hazardous materials on the
<br />Shopping Center. Landlord is not liab a or bound in any manner by any verbal
<br />or written statements, representations or information pertaining to the
<br />property, or the operation thereof, furnished by any real estate broker, agent, ~ ,.
<br />employee, servant or other person. County further acknowledges and agrees
<br />that to the maximum extent permitted by law, the sale of the Shopping Center
<br />as provided for herein is made on an "as is" condition and basis with all faults.
<br />19.Landlord represents and warrants, as of the date of this Lease
<br />Agreement, that it has not granted any other entity an option to purchase the
<br />Shopping Center other .than County, nor has Landlord entered into a
<br />purchase agreement or any other agreement or arrangement whatsoever that
<br />would prohibit Landlord from selling the Shopping Center to County.
<br />20. If County exercise the Option, then Landlord shall obtain any and all
<br />required regulatory a provals and permits (including but not limited to special
<br />use permits, modifcations of existing special use permits, subdivision
<br />approval and zoning approval) from the applicable authority prior to the
<br />Closing in order to effectuate the sale contemplated by the Option and in
<br />order to legally subdivide Outparcel A from the Shopping Center, The
<br />procurement of said approvals and permits shall be at the sole cost and
<br />expense of Landlord and shall be a prerequisite to County's Closing obligation
<br />contained with Subsection 43(5) above of this Lease.
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<br />County of Orange, in North Carolina -Hillsborough Commons 07/02/08
<br />INITIALS
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