AND DELIVER THE CLOSING DOCUMENTS TO THE
APPROPRIATE PARTIES AND MAKE DISBURSEMENTS ACCORDING TO THE CLOSING STATEMENTS
EXECUTED BY SELLER AND PURCHASER. AS A CONDITION PRECEDENT TO THE CLOSING,
PURCHASER SHALL NOT AT SUCH TIME BE IN DEFAULT UNDER THE LEASE AND SHALL HAVE
PAID ALL SUMS REQUIRED UNDER THE LEASE THROUGH SUCH DATE TO SELLER INCLUDING,
BUT NOT LIMITED TO, THE AMOUNT OF ANY EXCESS IN (I) THE AMENDED PROJECT COSTS,
WHICH MUST BE APPROVED BY PURCHASER, OVER (II) THE TOTAL PROJECT COSTS SET FORTH
IN THE DEVELOPMENT BUDGET ATTACHED TO THE LEASE, AS PROVIDED IN EXHIBIT F TO THE
LEASE. THE LEASE SHALL REMAIN IN EFFECT UNTIL THE CLOSING, BUT EXCEPT AS SET
4
FORTH IN SECTION 41 OF THE LEASE (WHICH SECTION OF THE LEASE SHALL EXPLICITLY
SURVIVE THE CLOSING), THE LEASE SHALL TERMINATE AND BE OF NO FURTHER FORCE AND
EFFECT AFTER THE CLOSING.
3.
INSPECTIONS AND APPROVALS.
3.1.
INSPECTIONS.
3.1.1.
FROM THE EFFECTIVE DATE UNTIL THE CLOSING, PURCHASER, PURCHASER'S
AUTHORIZED AGENTS AND EMPLOYEES, AS WELL AS OTHERS AUTHORIZED BY PURCHASER
("PURCHASER'S AGENTS"), SHALL HAVE FULL AND COMPLETE ACCESS TO THE PROPERTY UPON
REASONABLE NOTICE TO SELLER AND SHALL BE ENTITLED UPON REASONABLE NOTICE TO
SELLER TO ENTER UPON THE PROPERTY TO CONDUCT AND COMPLETE SUCH INVESTIGATIONS,
INSPECTIONS, EVALUATIONS, STUDIES, TESTS AND MEASUREMENTS (COLLECTIVELY, THE
"INVESTIGATIONS") AS PURCHASER, IN PURCHASER'S SOLE DISCRETION, DEEMS NECESSARY
OR ADVISABLE (INCLUDING THE REMOVAL OF TREES, SHRUBS, AND OTHER NATURAL GROWTH
AND FEATURES REASONABLY NECESSARY IN CONNECTION WITH SUCH INVESTIGATIONS);
PROVIDED, HOWEVER, NONE OF THE INVESTIGATIONS SO CONDUCTED WILL RESULT IN ANY
MATERIAL ADVERSE CHANGE TO THE PHYSICAL CHARACTERISTICS OF THE PROPERTY. IF
PURCHASER IS NOT SATISFIED WITH THE INVESTIGATIONS OR FOR ANY OTHER REASON, OR
NO REASON, DETERMINES THAT PURCHASER DOES NOT WANT TO CLOSE THE ACQUISITION OF
THE PROPERTY PURSUANT TO THIS AGREEMENT, PURCHASER SHALL, ON OR BEFORE 5:00 PM
ROCK HILL, SOUTH CAROLINA TIME ON JANUARY 2, 2007 (THE PERIOD FROM THE EFFECTIVE
DATE UNTIL SUCH DATE BEING THE "INSPECTION PERIOD"), PROVIDE WRITTEN NOTICE OF
TERMINATION OF THIS AGREEMENT TO SELLER AND THE TITLE COMPANY, IN WHICH EVENT
THE DEPOSIT SHALL BE RETURNED TO PURCHASER AND THEREAFTER NEITHER PURCHASER NOR
SELLER SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER, OTHER THAN THOSE
THAT EXPRESSLY SURVIVE THE TERMINATION OF THIS AGREEMENT.
3.1.2.
SELLER HAS HERETOFORE DELIVERED TO PURCHASER THE ITEMS RELATED TO
THE PROPERTY AS SET FORTH ON EXHIBIT 3.1.2 (THE "PROPERTY REPORTS").
3.1.3.
PURCHASER AGREES THAT, IN MAKING ANY NON-INTRUSIVE PHYSICAL OR
ENVIRONMENTAL INSPECTIONS OF THE PROPERTY, PURCHASER AND ALL OF PURCHASER'S
AGENTS ENTERING ONTO THE PROPERTY SHALL CARRY NOT LESS THAN TWO MILLION DOLLARS
($2,000,000) COMPREHENSIVE GENERAL LIABILITY INSURANCE INSURING ALL ACTIVITY AND
CONDUCT OF PURCHASER AND SUCH REPRESENTATIVES WHILE EXERCISING SUCH RIGHT OF
ACCESS AND NAMING SELLER AS AN ADDITIONAL INSURED. PURCHASER REPRESENTS AND
WARRANTS THAT IT CARRIES NOT LESS THAN TWO MILLION DOLLARS ($2,000,000)
COMMERCIAL GENERAL LIABILITY INSURANCE WITH CONTRACTUAL LIABILITY ENDORSEMENT
WHICH INSURES PURCHASER'S INDEMNITY OBLIGATIONS HEREUNDER, AND WILL PROVIDE
SELLER WITH WRITTEN EVIDENCE