6.B.(5) Real Estate Purcahse and Site Work Agreement

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description of the Oliver Park Site, which description shall be used to amend Exhibit C attached hereto. (c} Cure of Certain Defects. If either (i) Commission, within ten (lU) business days after its receipt of the Prairie Title Commitment, or (ii) Company, within ten (]0) business days after its receipt of the Oliver Title Commitment or Oliver Survey, as the case may, provides written notice to the other party of any objection to the Title Commitment or Survey, as the case may be (a "Title Objection"}, the other party shall have twenty (20) days after receipt of the Objection to notify the objecting party that it will remove or cause the Title Company to insure against any such objectionable exceptions, in which event the parties agree to an extension of the Closing Date for such period as shall be required to effect such cure, but not beyond thirty (30) days. If a party which receives a Title Objection notifies the other that it cannot or will not cause an objectionable exception to be removed, the objecting party may proceed with the purchase/closing and take title to the Prairie Avenue Site or Oliver Park Site (as the case maybe} subject to such exceptions, or terminate this Agreement. In the event of a termination under this Section, the parties will have no further obligation hereunder. 5. Other Conditions to Closing. In addition to any other condition or contingency contained in this Agreement, the obligations of Company and/or Public Entities to close the transactions contemplated hereunder are subject to the satisfaction of the following conditions, which conditions if not met (or waived) before the time-frames set forth for such items below, will constitute grounds for Company or Public Entities (as the case may be) to terminate this Agreement upon written notice to other: (a) Conditions to Public Entities' Obli atg_ions. Public Entities' obligations to close hereunder are subject to the following conditions, if not waived by Public Entities: (i) Company shall not be in default under any of the teens and conditions contained in this Agreement, and all representations and warranties contained herein shall be true and correct as of the date of this Agreement, and as of the date of Closing; (ii) At or prior to Closing, Company and UPV shall have entered into a Lease Termination Agreement, to terminate any lease that may be in existence between them for the use of the Prairie Avenue Site effective as of Closing ("Lease Termination"); and (iii) At Closing, UPV shall have agreed to enter into the form of Lease Agreement attached hereto as Exhibit E for a rent of One Dollar ($1.00) pet• month for UPV's continued use and operations of the Prairie Avenue Site until UPV is able to relocate its business to the Oliver Park Site (the "UPV Lease Agreement"), which agreement will also include provision for the payment by Public Entities to UPV of a total of $205,000 upon UPV's vacation and relocation from the Prairie Avenue Site. (b) Conditions to Company's Obligations. Company's obligations to close hereunder are subject to the following conditions, if not waived by Company: REAL ESTATE PURCHASE AND SITE WORK AGREEMENT PAGE 4