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2.3. Closing Costs and Related Items. <br /> A. Buyer will pay: (a) the closing fees charged by the title insurance or other closing <br /> agent, if any, utilized to close the transaction contemplated by this Agreement; (b) <br /> the premium for title insurance policy, if any, obtained by the Buyer, with the <br /> exception of a comprehensive endorsement which shall be paid by the Seller; and <br /> (c) recording fees required to enable the Buyer to record its deed from Seller <br /> under this Option Agreement. <br /> B. Seller will pay: (a) fees for the title commitment; (b) any transfer taxes required <br /> to record the deed from Seller under this Option Agreement; (c) all liens, <br /> encumbrances or mortgages, if any, and (d) any other recording fees that may be <br /> required to give Buyer good marketable title to the Property. <br /> Section 3. Taxes. In the event the Buyer exercises its Option, real estate taxes due <br /> and payable in the year of closing upon the sale of the Property, if any, shall be paid by Seller <br /> and the Buyer, pro-rata as of the date of closing on the Property. Seller shall pay all delinquent <br /> taxes and penalties and interest thereon on or before closing, if any. Seller shall pay at Closing <br /> all special assessments or similar governmental impositions levied or deferred against the <br /> Property. The Buyer shall be responsible for all special assessments or similar governmental <br /> impositions levied against the Property from the day after the date of closing on the Property. If <br /> this conveyance constitutes a split in a legal description or tax parcel, Buyer's pro-rata share of <br /> taxes due in the year of closing shall be based on the date of closing and on the percentage of the <br /> tax parcel acquired by Buyer. <br /> Section 4. Representations and Warranties by Seller. Seller represents and <br /> warrants to the Buyer that: <br /> 4.1. Seller has full power and authority to enter into and perform this Option <br /> Agreement in accordance with its terms. <br /> 4.2. Seller has good, insurable and marketable title in fee simple to all of the Property. <br /> 4.3. Seller will not be entitled to any relocation benefits or assistance as a result of <br /> exercise of this option by the Buyer. <br /> 4.4. Upon transfer of the Property to the Buyer, no third party by virtue of any <br /> purchase agreement, letter of intent or similar instrument executed by Seller, unless such <br /> instrument is assigned to the Buyer and the Buyer's request, will have any claim or right to or <br /> against the Property, or against the Buyer as a result of any such instruments. <br /> 4.5. Seller has no notice or knowledge of: (i) any violation of any law, ordinance, rule, <br /> code or regulation requiring or calling attention to the need for any improvement, construction, <br /> alteration or installation on or in connection with the Property; (ii) any uncured notice of any <br /> unsatisfactory condition concerning the Property from any insurance company, Board of Fire <br /> 4 <br /> DOC SOPEN\MU210\329\1036056.v2-7/9/25 <br />