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this Agreement for any reason by giving written notification of such termination to Authority prior to the expiration of the Due Diligence Period. 4.4 Title. Within thirty (30) calendar days of the Effective Date, City shall, at its sole cost, obtain: (1) a title commitment for an owner's policy of title insurance from its selected title company ("Title Company") (the "Title Commitment"); and (2) if City so elects, a survey of the Property prepared by a licensed surveyor (the "Survey"). In the event the condition of title as set forth in the Title Commitment and/or Survey is not satisfactory to City in City's sole discretion, then City shall promptly notify Authority in writing of City's objections ("Title Objections"). Authority may agree to use commercially reasonable efforts to attempt to clear some or all of the Title Objections or not, in its sole discretion. Any commitment by Authority to use commercially reasonable efforts does not include any obligation to pay money to remove an encumbrance. If Authority agrees to use commercially reasonable efforts to clear some or all of the Title Objections, it will so notify City in writing. If Authority does not so agree, City's sole remedy shall be to terminate this Agreement prior to the end of the Due Diligence Period in accordance with Section 4.3 hereof. Any title exceptions which are set forth in the Title Commitment and/or the Survey to which City does not timely object, and any Title Objections which Authority does not agree to use commercially reasonable efforts to attempt to cure, shall be deemed to be permitted exceptions to the status of Authority's title (the "Permitted Exceptions"). In the event that Authority fails or is unable to cure Title Objections it has agreed to attempt to cure on or before the deadline for Closing hereunder, City as its sole remedies may either (i) terminate this Agreement or (ii) close on acquisition of the Property subject to the uncured Title Objections. Notwithstanding any of the foregoing, Authority shall, prior to or at Closing, cause to be released any monetary liens and security interests of an ascertainable amount which encumber the Property. Specifically and without limitation, Authority shall provide evidence satisfactory to City that the Property is not subject to any continuing lien or obligation related to any bonds issued by the Authority. 4.5 Adverse Condition. City shall not be obligated to close on acquisition of the Property under this Agreement if (a) there is a material adverse change in the condition of the Property prior to the Closing, (b) a material new encumbrance to title to the Property is created after the Effective Date without the consent of City; or (c) any proceeding shall be pending which could or would involve the change, redesignation, redefinition or other modification of any use, zoning, building or environmental restrictions or code requirements applicable to the Property or any portion thereof, provided that the changed circumstance identified in subsection (a)•(c) could, in City's reasonable opinion, negatively affect City's intended use of the Property, and provided that Authority does not take prior to the Closing such commercially reasonable actions as are necessary to resolve the change or modification to City's satisfaction. If City elects not to Close due to a change or modification described herein, then City may terminate this Agreement by written notice to Authority. ARTICLE S. REPRESENTATIONS 5.1 Representations of Authority. Authority hereby covenants, represents and warrants to City that: (a) Authority has full right, power and authority to enter into this Agreement and to consummate the sale contemplated hereby without the joinder of any other person, and the party signing on behalf of Authority has been duly authorized to sign on behalf of Authority. -1-