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terminates this Agreement on or before 5:00 p.m. Local Time (defined in Section 14.11 below) on the Contingency Date (as defined in Section 6.2 below), the Earnest Money shall be disbursed to Seller and shall not be refundable to Buyer under any circumstances except for (a) Seller's uncured default under this Agreement; or (b) a timely termination of this Agreement by Buyer pursuant to Section 8.3 below. 3.3 Interest Bearing Account. The Earnest Money shall be placed in an interest bearing account by the Title Company. The term Earnest Money shall include any interest accrued on the amount deposited with Title. 3.4 Balance of Payment. The balance of the Purchase Price shall be paid in cash by wire transfer of immediately available funds on the Closing Date. At Closing, the Earnest Money shall be applied as a credit against the Purchase Price to be paid by Buyer to Seller. ARTICLE 4 TITLE EXAMINATION. 4.1 Title Commitment. Seller shall, at Seller's expense and within 10 days after the Effective Date, furnish to Buyer a commitment ("Title Commitment") for an ALTA Form B 2006 owner's policy of title insurance ("Policy"), from Title covering all of the land that will be included within the Property, together with legible copies of all documents referenced therein and in the Survey (as defined below). 4.2 Survey. Seller shall, at Seller's expense and within 10 days after the Effective Date, furnish Buyer with a current ALTA/ACSM Land Title survey of the Property prepared by a surveyor registered under the laws of the Minnesota (the "Survey"). The Survey must be certified to Seller, Buyer, and Buyer's lender, if requested by Buyer, and Title. The Survey shall be prepared in accordance with the "Minimum Standard Detail Requirements" for ALTA/ASCM Land Title Surveys, jointly established by ALTA and ASCM in 2011, and shall include Items 1,3,4 and 19 of Table A thereof. Buyer shall pay for any Table A Items required by Buyer and/or its lender not listed above, any additional fieldwork or revisions to the Survey that Buyer may require, or any update to the Survey, at or before Closing, to reflect the final boundaries of the Property. 4.3 Objections. The date the Title Commitment, the underlying documents, as described in Section 4.1 above and the Survey have all been delivered to Buyer is the "Title Matters Delivery Date." Buyer shall have until and through ten (10) days following the Title Matters Delivery Date to notify Seller of specific objections that Buyer has to the Title Commitment (including any exception documents) and the Survey (the "Title Review Period"). Upon expiration of said Title Review Period, if Buyer has not notified Seller of any unacceptable items in the Commitment (including any exception documents) or the Survey, Buyer shall be deemed to have accepted all exceptions to title referenced in the Commitment and all matters shown on the Survey, and such accepted exceptions shall be included in the term "Permitted Exceptions" as used herein. In the event Buyer does object to any matters shown in the Commitment (including any exception documents) or the Survey within the Title Review Period, Seller shall have a period of ten (10) days, commencing on the day after the Effective Date of Notice (as defined in Section 14.4 below) of Buyer' objections and ending at 5:00 p.m. Central Daylight or Standard Time, as applicable, on the tenth (10th) day thereafter (the "Election Period"), to notify Buyer of Seller's election to cure or not cure any one or more of such objections, it being understood and agreed that Seller has no duty or obligation to cure or attempt to cure such objections. In the event that Seller is unable or unwilling to cure Buyer's objections prior to the expiration of the Election Period, Seller shall notify Buyer in writing of such fact prior to the expiration of the Election Period, it being understood and agreed that if Seller fails to provide such notice, Seller shall be deemed to have elected not to cure any 84959-004\1553027_4.doc 2