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11. Conveyance of Title. Upon payment in full by Buyer of all amounts due at the Closing and performance by Buyer of all the covenants and conditions hereof to be performed by Buyer on or before the Closing Date, Seller shall convey the Real Estate to Buyer by the Deed (as defined in Paragraph 6 above) subject only to Title Exceptions (Permitted Exceptions) (as defined in Paragraph 8(b) above). In addition, Seller shall execute and deliver to Buyer a vendor's affidavit in form reasonably satisfactory to Title Insurer, a duly executed certificate pursuant to Section 1445(b)(2) of the Internal Revenue Code of 1986 and such other documents as reasonably may be required to complete the sale of the Real Estate to Buyer. Seller shall discharge at Closing all monetary liens on the Real Estate other than the lien of current real estate taxes not delinquent. 12. Access to Tract. At any time after the Effective Date, Buyer and its employees, agents and contractors shall have the right to enter the Real Estate for the purpose of surveying the Real Estate, conducting test and inspections, and for such other purposes as may be appropriate to enable Buyer to plan the Project upon exercise of the Option; provided, however, that Buyer shall indemnify and hold Seller harmless from any loss, damage, claim or expense (including reasonable attorney's and paralegal fees) as a consequence of or related to, Buyer's entry. The indemnity obligation of Buyer hereunder shall survive the closing of the sale of the Real Estate or the termination of this Agreement for any reason. Notwithstanding the foregoing, it is understood and agreed by the parties that any agreements previously executed by Seller and Buyer related to Buyer's access to the Real Estate shall govern this transaction. 13. Real Property Taxes and Assessments. At the Closing, Seller and Buyer shall prorate all real property taxes relating to the Real Estate as of the day immediately prior to said Closing. If Buyer exercises the Option, then Buyer shall assume and agree to pay all assessments for municipal improvements and other public improvements relating to the Real Estate becoming due and payable as of or after the Closing Date and so much of the real property taxes assessed for and becoming a lien during the calendar year in which the Real Estate is conveyed to Buyer as shall be allocable to Buyer on and after the Closing, and Seller shall pay the balance of such taxes, using, for closing purposes, the present tax rate if the applicable tax rate has not been set, and providing that both installments of real property taxes payable during the calendar year in which the Closing occurs shall be paid by Seller. 14. Possession, Rents, Risk of Loss and Insurance. Subject to the provisions of Paragraph 11, Seller shall deliver full, complete and exclusive possession of the Real Estate to Buyer on the Closing Date and loss incident to the ownership of the Real Estate shall pass to Buyer at the time of delivery of possession. Seller shall not during the Option Period enter into any lease or occupancy agreement pursuant to which any person shall have any right to the use or possession of the Real Estate after the Closing Date. Insurance, if any, shall be cancelled as of the date of Closing. 15. Representations and Warranties of Seller. Seller represents and warrants to Buyer that: