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Documents and review all other matters pertaining to an investment in the Property and the <br />Project as Buyer deems advisable. <br /> <br /> <br /> CP. <br />5.1 Buyer shall have the right to conduct an <br />ONDITION OF THE ROPERTY <br />investigation of the Property. The investigation may include, without limitation and at <br />Buyer’s sole cost and expense, a physical inspection of the land and all improvements <br />thereon including, without limitation, soil, geological, environmental, structural, <br />mechanical, engineering, governmental requirements and matters affecting the Property <br />such as zoning and other land use restrictions, location and capacity of existing utilities, <br />building permit and occupancy matters and access; provided, however, Seller’s <br />withholding of consent shall be deemed reasonable if the then current owner of the <br />Property does not give consent as provided under the Agency’s options. Buyer shall use <br />care and consideration in connection with its inspections and tests. Seller and/or the then <br />current owner of the Property shall have the right to be present during any entry onto the <br />Property by Buyer or its agents, and Buyer shall provide Seller with not less than two (2) <br />business days’ prior notice before each such entry onto the Property, which notice may be <br />given verbally by contacting the following representative of Seller: Denny Braud at <br />541.682.5536. <br /> <br />T. <br /> 5.2 Seller has provided Buyer copies of the Title Report, including the <br />ITLE <br />exceptions. Within seven (7) days of the Effective Date, Buyer shall notify Seller, in <br />writing, of Buyer’s disapproval of any exceptions shown in the Title Report. Any <br />exception shown in the Title Report and not disapproved by Buyer in writing within such <br />five-day period will be considered to be a Permitted Encumbrance. Seller will have <br />seven (7) days from receipt of Buyer’s disapproval of exceptions to either reject Buyer’s <br />disapproval and terminate this Agreement without liability to Seller or indicate that Seller <br />is able to remove the disapproved exception. If Seller does not terminate this Agreement <br />by rejection of Buyer’s disapproval of exceptions, Seller shall provide Buyer, at Closing, <br />with title to the Property, free of all exceptions other than the Permitted Encumbrances. <br /> <br />PPF;CP;PS. <br /> 5.3 As of the <br />ROJECT RO ORMA ONCEPTUAL LANS ROJECT CHEDULE <br />Effective Date of this Agreement, Agency has reviewed and approved the Conceptual <br />Plans submitted by Beam. Buyer shall provide Agency for Agency’s approval, the <br />Project Pro Forma and the Project Schedule. Subsequent to Agency’s approval, which <br />shall not be unreasonably withheld, the Project Pro Forma and the Project Schedule shall <br />Exhibit GExhibit H <br />be attached to this Agreement as and , respectively. <br /> <br />ALD. <br />5.4Buyer shall review and agree to the specific <br /> <br />CQUISITION OAN OCUMENTS <br />Exhibit E-1Exhibit E-2 <br />terms of the Loans, as set forth in and and be prepared to <br />execute the Loan Documents relating to the Acquisition Loan. Buyer shall provide <br />evidence of all insurance coverage required by the Loan Documents and shall have <br />satisfied all conditions precedent to disbursement of the Acquisition Loan as set forth in <br />this Agreement and the Loan Documents. With respect to the Property, the liens granted <br />under the Loan Documents shall be superior to all other acquisition funding of Buyer, if <br />any, and shall be subordinate to any Mortgage securing the Senior Loan on terms <br />satisfactory to Agency in its reasonable discretion. <br /> <br />Page 10 - PURCHASE AND SALE AGREEMENT – DRAFT #3 (20 May 2008) <br /> <br />