2008/10/15 Council Agenda Packet

B to the title of the Property together with copies of the most recent tax bills for the Property; (iii) Survey. Any survey of the Property which Seller or any affiliate of Seller has in its possession, or to which Seller or any affiliate of Seller has access, through the exercise of commercially reasonable efforts. Purchaser shall have the right, at its sole cost and expense, to obtain a new ALTA survey of the Property ("Survey") certified to Purchaser and Title Company, prepared by a surveyor of Purchaser's choosing ("Surveyor"), showing the location (by courses and distances) and the dimensions of the Property, the surface and subsurface structures and improvements, and the location and dimensions of all defects and encumbrances shown in the Title Commitment. The Survey shall bear a certification in the form of the certification attached hereto as Exhibit C and shall be otherwise reasonably satisfactory to Purchaser and Title Company. The surveyor shall certify to Purchaser the gross number of usable square feet of the Property, net of any areas which are not available for Purchaser's exclusive use as exclusive parking or building areas; and, (iv) Reports and Studies. One copy of all topographical surveys, environmental reports, engineering studies, soil-bearing test data, and any similar reports and studies with respect to the Property which Seller or any affiliate of Seller has in its possession, or to which Seller or any affiliate of Seller has access, through the exercise of commercially reasonable efforts. Upon Purchaser's receipt of such reports and studies, Purchaser shall have the unrestricted right to use such reports and studies in connection with Purchaser's review of the Property and Purchaser's efforts to obtain its permits and approvals. b. Review of Title Commitment and Survey. Purchaser shall have ten (10) days following the receipt of the last documents, instruments, and other items required to be delivered to Purchaser pursuant to Section 5(a), including, but not limited to the last modification or addition to the Title Commitment (including legible copies of the documents referred to therein as conditions, exceptions or reservations), to review and comment on the exceptions and matters contained in or disclosed by the Title Commitment and Survey. Purchaser shall be entitled, in its sole and absolute discretion, to terminate this Agreement, or to object to any of the exceptions to title or matters disclosed by the Title Commitment or Survey, and/or to condition its acquisition of the Property upon the release, discharge or removal of said exception or exceptions prior to the Closing Date, and the deletion of such exception or exceptions from the Title Policy to be issued at Closing. c. Seller's Right to Cure Objections to Title. If Purchaser raises any objections to the title of the Property in accordance with the procedures of Section 5(b), then Seller shall have ten (10) days after the receipt of Purchaser's objections to give Purchaser notice either that (i) Seller shall remove any objectionable exceptions from title prior to Closing at no cost to Purchaser, and Seller shall promptly provide Purchaser with evidence satisfactory to Purchaser of Seller's ability to so remove such exceptions; or (ii) Seller elects not to cause such exceptions to be removed. If Seller c. -7- 50939068.4