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waive such conditions or terminate this Agreement. <br />3.1 Approval of Title. Promptly after execution of this Agreement by Seller and Buyer, <br />Escrow Holder shall deliver to Buyer a current preliminary title report ("PTR"), including documents <br />referred to therein, covering the Property from the Title Company. Buyer shall have five (5) days <br />after the date of Title Company's provision of the PTR to Buyer to approve or disapprove the status <br />of title to the Property as disclosed in the PTR and related documents. Any disapproval of status of <br />title shall be within the reasonable discretion of Buyer and shall be limited to monetary <br />encumbrances and covenants, conditions, restrictions and easements ofrecord which adversely affect <br />the Buyer's intended use of the Property. Any exception not disapproved in writing within the five <br />(5) day period shall be deemed approved by Buyer, and shall constitute a permitted exception <br />hereunder. Any objection to a title exception by Buyer shall be made in writing to Seller, and Seller <br />shall thereafter have three (3) days within which to use reasonable efforts to cure or to provide <br />assurance of the cure of the title defect and cause such item to be removed from the title policy to <br />be issued at Close of Escrow. The term "reasonable efforts," as used in this Paragraph 3. 1, shall not <br />include any obligation of Seller to expend any money or commence any legal action to correct any <br />exceptions within the three (3) day period. Seller shall notify Buyer, in writing, of any disapproved <br />title exceptions which Seller is unable to cause to be removed prior to or at Close of Escrow. Buyer <br />shall, within five (5) business days thereafter, elect by giving written notice to Seller and Escrow <br />Holder (i) to terminate this Agreement, or (ii) to waive its disapproval of such exceptions, in <br />which case such exceptions shall then be deemed to be permitted exceptions. Buyer's failure to give <br />such notice shall be deemed an election to terminate this Agreement. In the event Buyer elects to <br />terminate this Agreement, the Parties shall be relieved from any further liabilities and obligations <br />under this Agreement. <br />3.2 Inspections. With the prior written consent of Seller, which consent shall not be <br />unreasonably withheld, Buyer shall have the right to physically inspect and perform tests, including <br />environmental investigations, zoning and economic feasibility and suitability studies (hereinafter <br />collectively "Inspections") on the Property as Buyer deems necessary. All Inspections shall be done <br />at Buyer's sole cost and expense. Within ten (10) days of the completion of such Inspections, the <br />Property shall be returned to its original condition. Buyer shall have the right, in the exercise of its <br />good faith discretion, to approve or disapprove of the condition of the Property as disclosed in such <br />Inspections within thirty (30) days from the opening of escrow. Any disapproval of the condition <br />of the Property shall be in writing and given to Seller within such thirty(30) day period. Inthe event <br />Buyer does not disapprove the condition of the Property within the thirty (3 )0) day period, this <br />condition shall be deemed waived. In the event Buyer disapproves the condition of the Property <br />within the thirty (30) day period, this Agreement shall terminate and the Parties shall be relieved <br />from any further liabilities and obligations under this Agreement. <br />4. ESCROW <br />4.1 Opening. The purchase and sale of the Property shall be completed through an <br />escrow ("Escrow") to be opened at Guardian Escrow (the "Escrow Holder"). Within five (5) days <br />dpn,'agrecmet1ts;5078 Cum 2 <br />