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5. Closing, The closing ("Closing") shall take place 40 days after the Notice of Exercise is delivered to the City ("Date of Closing"), At Closing, the City shall execute and deliver to Gaughan Properties a limited warranty deed conveying title to Parcel B (subject to the Easement described below) and all other documents required by Gaughan Properties' title company in order for the title company to provide Gaughan Properties with an ALTA Owner's Title Insurance Policy showing Gaughan Properties as the fee simple owner of Parcel B with no exceptions to title except for the Easement and covenants, conditions, restrictions, declarations and easements of record on the Effective Date. Gaughan Properties shall be allowed access to Parcel B between the date of the exercise of the option and the date of closing to conduct tests (including taking soil borings) on and to inspect Parcel B, Gaughan Properties shall have the right to,revoke the exercise of its option at any time before Closing if it finds Parcel B to be unsuitable, title unmarketable, or Gaughan Properties otherwise determines that it does not want to close on the acquisition of Parcel B. Upon such revocation, neither the City nor Gaughan Properties shall have any future rights or obligations under or in connection with this Agreement. 6. Easement Rights. The conveyance of Parcel B to Gaughan Properties shall be subject to an easement that will be reserved in favor of Parcel A in the location as shown on Exhibit C. Upon request from Gaughan Properties, the City shall cause the Easement to be prepared and delivered to Gaughan Properties for review. If the Easement is not acceptable to Gaughan Properties, the parties shall thereafter proceed to negotiate in good faith an Easement which is mutually agreeable to the parties. 7. Taxes and Special Assessments. At Closing,the parties shall prorate real estate taxes pertaining to Parcel B which are due and payable in the year of closing as of the Date of Closing. If the real estate statement for the real estate taxes due and payable in the year of closing pertaining to the City Property includes real estate taxes for property in addition to Parcel B, the parties shall prorate the real estate taxes for the entire area covered by the real estate tax statement between Parcel B and Parcel A/the other property on a per-square-foot basis. Gaughan Properties shall be solely responsible for payment of all real estate taxes due and payable against Parcel B in all years following the year of closing, except as otherwise stated below. The City shall be responsible for the payment of all real estate taxes due and payable pertaining to Parcel B in all years prior to the year of closing, The City shall pay all special assessments levied and pending against Parcel B at Closing, 8, "As Is; Where Is." Notwithstanding anything to the contrary contained in this Agreement, it is expressly understood and agreed that if Gaughan Properties exercises its purchase option hereunder, Gaughan Properties will purchase Parcel B "As Is" and "Where Is" as of the time of Closing, Page 3 of 9