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3. Real Estate Taxes. Seller shall pay all real estate taxes assessed against the Real Estate which would be delinquent if not paid on or before the Closing Date and any unpaid real estate taxes payable in prior years. Unpaid taxes assessed but not delinquent as of the Closing shall be pro -rated between the Seller and Buyer based on the prevailing practice in the State where the Real Estate is located. Any proration of taxes on the Real Estate shall be based upon such taxes for the year currently payable, unless the parties provide otherwise in this Agreement. Buyer shall pay all subsequent real estate taxes. 4. Special Assessments. Seller shall pay all special assessments which are a lien on the Real Estate as of the Closing Date. All other special assessments shall be paid by Buyer. 5. Title Evidence. Seller shall provide evidence of title to the Buyer by compliance with either a) or b), below at Seller's option: A. Abstract of Title. Within thirty (30) days of the date of this Agreement, Seller, at their expense, shall obtain an abstract of title to the Real Estate continued through the date of acceptance of this offer, and deliver it to Buyer for examination. The abstract shall show merchantable title in Seller in conformity with this Agreement, applicable state law and prevailing title standards. The abstract shall become the property of the Buyer when the Purchase Price is paid in full. Seller shall pay the costs of any additional abstracting and title work due to any act or omission of Seller, including transfers by or the death of Seller or their assignees. B. Title Insurance. In the alternative, within thirty (30) days of the date of this Agreement, the Seller shall provide to the Buyer a commitment for an owner's title insurance policy insuring title to the Real Estate for an amount equal to the purchase price hereunder and providing coverage which includes the Standard Exception Waiver Endorsement (ALTA Owner's Policy). The Buyer will provide a suitable survey for underwriting purposes, at Buyer's expense. Seller shall bear all other expenses associated therewith, including the cost of any necessary abstracting services. Buyer shall have a reasonable time after receipt of the commitment to submit written title objections to the Seller. The Seller shall have a further reasonable time to correct any title objections or deficiencies which may be found to exist and to satisfy all requirements of the commitment. If Seller is unable to produce marketable title in conformity with this Agreement within a reasonable period of time, then in addition to any other remedies available under applicable law, the Buyer shall have the option to declare this Agreement null and void and shall be refunded the amount of the down payment promptly upon demand. In the event the Seller has provided suitable title evidence in compliance with this paragraph, and if this transaction thereafter fails to be consummated due to no fault or failure attributable to the Seller, then in such event the Buyer will reimburse Seller its actual reasonable costs of obtaining such title evidence. b. Risk of Loss and Insurance. All risk of loss shall remain with the Seller until possession of the Real Estate is delivered to B iyer. In the event Buyer allows Seller to retain possession of the Real Estate for any time period after Closing, Seller agrees to maintain liability insurance coverage on the Real Estate with such limits as Buyer may reasonably require, and shall provide Buyer, on demand, a certificate of insurance showing Buyer to be an additional or named insured as to such coverage; and Seller shall indemnify and hold Buyer, its agents, successors and assigns harmless from any and all -2-