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78 Page 7 reasonable fees of attorneys) for property damage, bodily injury or death (collectively, "Losses") that Seller actually suffers or incurs as a result of the activities of Buyer and its employees, agents and contractors in perfonning the Buyer's Due Diligence Inspection. Notwithstanding the foregoing or anything else in this Agreement to the contrary, Buyer shall not be liable for or required to indemnify, protect, defend or hold harmless Seller for any Losses relating to pre- existing conditions at or on the Property so long as Buyer's actions do not aggravate any such pre-existing conditions. The terms of this Section 4 shall survive the termination of this Agreement. "). " 5. ClQs.iI1..g/~ttlement. The purchase and sale contemplated herein shall be consummated at a closing ("Closing") to take place through the Escrow with Escrow Holder. The Closing shall occur on June 11, 2009 (the "Closing Date"), unless the Closing Date is extended pursuant to the provisions set forth below in this Section 5, or such other date agreed to by Buyer and Seller. Subject to the tenns and conditions in this Section 5, Seller shall have two ,(2) options to extend the Closing Date (each, an "Extension Option") until, respectively, (a) July 14, 2009 (the "First Extension Option Period") and (b) August 13, 2009 (the "Second Extension Option Period"). Each Extension Option may be exercised if and only if (i) despite Seller's best efforts, the tenant and any subtenants under the lease between Seller and Frey's Trucking Company have failed to surrender and vacate the Property in the condition required by this Agreement by the date that is two (2) business days prior to the scheduled Closing Date, (ii) no default by Seller under this Agreement has occurred~ and (iii) Seller delivers written notice to Buyer not later than two (2) business days prior to the scheduled Closing Date stating that Seller elects to exercise such Extension Option. Seller may exercise the Second Extension' Option only if Seller exercises the first Extension Option in accordance with this Section 5. If Seller exercises the first Extension Option in accordance with this Section 5, then the Closing Date shall be July 14, 2009~ and if Seller exercises the second Extension Option~ the Closing Date shall be August 1'3, 2009. Time is of the essence with respect to the dates and time periods set forth in this Section 5. The failure of Seller to deliver possession of the Property at the Closing free and clear of all tenants (other than BIAe) shall be a default by Seller under this Agreement. The Closing shall be effective as of 12:01 A.M. on the Closing Date. 6. ~~.Irum1_Access. Buyer will be permitted, on reasonable notice and at a reasonable time prior to settlement, to access the Property for the purposes of determining whether the Property is in the same condition as when this Agreement was signed, normal wear and tear excepted, and whether the items described in Section 18 remain on the Real Estate. 7. Title Exp~. Seller shall pay the cost of a CLTA title insurance policy from Escrow Holder (in its insuring capacity, the "Title Company"). If Seller is unable or unwilling to correct a title defect (other than title defects that Seller is required to remove under this Section 7), it shall not be a default by Seller and Buyer shall bave the option to either waive the title defect and purchase the Prope~1y or give written notice of termination of this Agreement within ten (10) days of learning of the uncured title defect and receive a full refund of the Deposit. Notwithstanding the foregoing, Seller shaU~ at Seller's sole cost, be obligated to cure :-,:..:) RedwoodPSA FINAL EXECUTION 4,16,09\1.14 3