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b. Buyer must: (i) if closing occurs on or before June 30, 2009, tender Six Million Seven Hundred and Fifty Thousand and 00/100 Dollars ($6,750,000.00) to Seller via wire transferred funds. If closing occurs after June 30, 2009 tender the Adjusted Purchase Price to Seller via wire transferred funds; (ii) execute and deliver a Settlement Statement in form to be prepared by the Title Company; (iii) provide the Title Company with all information necessary to allow the Title Company to prepare a Certificate of Real Estate Value; and (iv) pay or provide evidence of payment of the following: Buyer's pro- rata share of the real estate taxes due and payable with respect to the Property in the year in which Closing occurs, as set forth in Section 8, all costs associated with Buyer's financing, the premium for Buyer's owner's policy of title insurance, the fees due upon the recording of the deed from Seller to Buyer; and one-half of Title's fee to conduct and insure the closing of this transaction. The term "Closing" as used in this Agreement refers to both the meeting described in this Section and the exchange of documents and payment of money described in this Section. 7. Possession. Seller will be deemed to have tendered possession of the Property to Buyer on the actual date of Closing. On or before the actual date of Closing, Seller will pay for all labor provided and materials delivered to the Property at the request of Seller. Seller will not place anything on the Property between the date of this Agreement and the actual date of Closing. If a third party places trash, refuse, debris, waste or hazardous waste ("Waste") on the Property between the date of this Agreement and the actual date of Closing, Seller will use commercially reasonable efforts to remove the Waste, and, in the case of hazardous waste, remediate any contamination resulting from the presence of the hazardous substances on the Property, before the Date of Closing. If the Waste cannot be removed before the actual date of Closing, Seller and Buyer will escrow 125% of the estimated cost of removing the Waste and, in the case of hazardous waste, remediating any contamination resulting therefrom, with the Title Company to secure Seller's obligation to remove the Waste and, if applicable, remedy the contamination, after Closing. If a third party places Waste on the Property between the date of this Agreement and the actual date of Closing, the cost of removing the Waste and, in the case of hazardous waste, remediating any contamination resulting therefrom, exceeds $5,000.00, Seller elects not to incur that cost and Buyer does not agree to waive Seller's obligations under this Section 7, Seller may terminate this Agreement by written notice to Buyer pursuant to Section 15. 8. Real Estate Taxes and Snecial Assessments. The Parties must pay the real estate taxes (which term, as used in this Agreement, includes service charges assessed against 2303766v8 5.