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(b) Any exception not so disapproved shall be deemed approved. The matters set forth in such Preliminary Report approved or deemed approved by Buyer are herein referred to as "Permitted Exceptions". (c) In the event Buyer gives Seller timely notice of a Disapproved Title Matter, Seller shall give written notice to Buyer within seven (7) days after receipt of Buyer's notice of Disapproved Title Matters stating whether Seller elects to cause the removal or modification of such Disapproved Title Matter in a manner acceptable to Buyer. (d) If Seller elects not to remove any such Disapproved Title Matter, this Agreement shall automatically terminate unless Buyer waives its objection to such Disapproved Title Matter in which case it shall be included as a Permitted Exception. In the event this Agreement terminates pursuant to the provisions of this paragraph II.a.(2)( d) then Escrow Holder shall promptly remit to Buyer all sums theretofore deposited by Buyer less one- half any escrow cancellation charges. If on or before 5 :00 p.m. local time on the Approval Date, Buyer has not approved or waived in writing the conditions set forth in this paragraph 11, this Agreement shall terminate without any liability on the part of either party. In the event of such termination, the Deposit, less one-half any title or escrow charges, which may have been incurred in connection with this Agreement, shall be returned to Buyer. If Buyer approves or waives in writing the conditions set forth in this paragraph 11, the Deposit shall, except upon Seller's default become non-refundable. 12. Buyer's Closing Conditions. a. Buyer's obligation to perform under this Agreement is also conditioned upon: (1) The Seller's warranties set forth in this Agreement being true at Close of Escrow. (2) Delivery to Buyer of the following documents on the Close of Escrow: (a) Grant Deed; (b) Title Policy or the Title Company's commitment to issue the Title Policy in the face amount of the Purchase Price naming Buyer as the insured and subject only to the standard printed exceptions in the Title Policy and the Permitted Exceptions; (c) Seller's Certification of Non-Foreign Status; and (d) Assignment and Assumption of Contracts. (3) There is no litigation, action, citation, injunction proceedings or like matter pending or threatened with respect to the validity of all legal and zoning requirements, including all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any governmental authority. (4) The Property shall be vacant and all personal property, trash, rubbish and debris shall have been removed from the Property. In the event the conditions set forth in paragraph 12.a. are not satisfied or waived by Buyer in writing on the Scheduled Closing Date, Buyer may elect to terminate this Agreement. Upon such termination, then the Initial Deposit and the Additional Deposit, less one-half any title or escrow 11417.00002\BGLIBl\1225060.5 5 "T -r. l' -'