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Coverage Owner's policy. The Title Company shall provide the Seller with a copy of the title insurance policy. The Seller shall pay only for that portion of the title policy premium attributable to a CLTA standard form policy of title insurance in the amount of the Purchase Price of the Property. The Buyer shall pay for all other premiums for title insurance coverage or special endorsements requested by Buyer. 3.8. Amendment. Any amendment of, or supplement to, any of these escrow instructions must be in writing and signed by both the Seller and Buyer. At the time of any amendment, or supplement, the Escrow Agent shall agree to carry out its duties as Escrow Agency under such amendment or supplement. 3.9. Communication. All communications from the Escrow Agent to the Seller or the Buyer shall be directed to the addresses and in the manner established in Section 6.4 of this Agreement for notices, demands and communications between the Seller and the Buyer. 3.10. Liability. The liability of the Escrow Agent under this Agreement is limited to the performance of the responsibilities and obligations imposed upon it under Article 3 of this Agreement and to its liability under any policy of title insurance issued in regard to this escrow. ARTICLE 4. CONDITIONS TO CLOSE OF ESCROW 4.1. Inspections; Condition of Property. 4.1.1. Inspections. The Buyer shall conduct its' own investigation of the Property, its physical condition, the soils and toxic conditions of the Property and all other matters which in the Buyer's judgment affect or influence the Buyer's proposed use of the Property and the Buyer's willingness to continue to operate the Property pursuant to this Agreement and the Affordable Housing Covenant provided for hereunder. The Buyer's investigation may include, without limitation, the preparation by a duly licensed soils engineer of a soils report and environmental report for the Property. Within fifteen (15) days after the Effective Date, the Buyer shall provide written notice to the Seller of the Buyer's determinations concerning the suitability of the physical condition of the Property. If, in the Buyer's reasonable judgment, the physical condition of the Property is unsuitable for the use or uses to which the Property will be put, then the Buyer shall have the option either: to (a) take any action necessary to place the Property in a condition suitable for development, at no cost to the Seller; or (b) terminate this Agreement. In the event this Agreement is terminated pursuant to this Section, the deposit of any portion of the Purchase Price shall be immediately returned to Buyer and the parties shall have no further obligations under this Agreement. If the Buyer has not notified the Seller of its determinations concerning the suitability of the physical condition of the Property within fifteen (15) days of the Effective Date, the Buyer shall be deemed to have waived its right to terminate this Agreement pursuant to this Section. 4.1.2. "As Is." Within five (5) business days following the Effective Date, the Seller shall deliver to the Buyer all information of which it has actual knowledge concerning the physical condition of the Property, including, without limitation, information about any Hazardous Materials, as defined below. The Buyer acknowledges and agrees that any portion of 6 82483.00000\5571002 3 ATTY /AGR/2010.120 103010