Special Project Oversight Committee (SPOC) Report #1

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(vu) Title Insurance. As of the Closing Date, the Title Company shall have issued or shall have committed to issue the title policy to the Buyer. (viu) Project Abandonment. As of the Closing Date, the development of the project contemplated by the parties shall not have been abandoned. (ix) The Buyer shall have received and approved the Level 2 environmental study relating to the Real Property, to be provided by [he Seller at the Seller's expense. In the event that the Buyer does not ~ive wntten notice of disapproval of the Level 2 study, or a written request to renegotiate this Agreement based on the Leve12 Study, to the Seller within 60 days followmg the Buyer's receipt of the Leve12 study, this condition shall be deemed waived. (x) Further Information. As of the Closing Date, the Buyer shall have approved any additional studies or information delivered to the Buyer by the Seller under Paragraph 11 or under any other provision of this Agreement, and the Buyer shall have approved the Development Agreement, the Ground Lease, and the Declaration and Bylaws. The conditions set forth in this Paragraph 5(a) are solely for the benefit of the Buyer and may be waived only by the Buyer. The Buyer shall at all times have the right to waive any condition. Such waiver or waivers shall be in wnt~ng to the Seller. The waiver by the Buyer of any condition shall not relieve the Seller of any liability or obligation with respect to any representation, warranty, covenant, or agreement of the Seller. Neither the Seller nor the Buyer shall act or fail to act for the purpose of permitting or causing any condition to fail (except to the extent the Buyer, in its own discretion, exercises its nght to disapprove any such items or matters). (b) Conditions Precedent to Seller's Obligations. The Closing Date and the Seller's obligations with respect to the transactions contemplated by this Agreement are subject to the ~ satisfaction, not later than the Closing Date (unless otherwise provided), of the following conditions, and the parties have the following obligations with respect to such conditions: (i) Buyer's delivery to the Escrow Agents on or before the Closing Date, for disbursement as provided herein, of the purchase price and the documents and materials described in Paragraph 6(b). (u) The Seller shall have received and approved the Level 2 environmental study relating to the Real Property, to be provided by the Seller at the Seller's expense. In the event that the Seller does not give written notice of disapproval of the Leve12 study, or a written request to renegotiate this Agreement based on the Leve12 Study, to the Buyer within 60 days foilowing the Seller's receipt of the Leve12 study, this condition shall be deemed waived. (c) Failure of Conditions to Closing. In the event any of the conditions set forth in Paragraph 5(a) or Paragraph 5(b) are not timely satisfied or waived, for a reason other than the default of the Buyer or the Seller under this Agreement: (i) Upon written notice of nonsatisfaction of the conditions by either party to the other, this Agreement, the escrow, and the rights and obligations of the Buyer and the Seller shall terminate, except as otherwise provided herein or except as otherwise agreed by the parties in writing; and Purchase and Sale Agreement Salem Area Mass Transit District/Marion County ~ Page - 4 0128970748