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100 • deemed to have waived its right to object on the basis of then-existing defects not specified in the notice. Seller shall have 45 days or until the closing, whichever is less (the Cure Period), in which it may, if it so chooses, attempt to cure any defect specified in a timely and otherwise proper notice. Seller has no obligation or responsibility whatsoever to cure (or attempt to cure) any title defect. If Seller shall undertake to'cure or-attempt to cure any title defect, it may withdraw from such undertaking at any time without penalty; such undertaking shall not create, nor shall it under any circumstance be construed to create, any obligation whatsoever on the part of Seller to cure any such defect. If Seller is unable or unwilling to cure any specified defect, Buyer may terminate this agreement by giving Seller notice of termination at any time prior to the actual delivery and acceptance of the deed,which notice shall state that this agreement is being terminated by reason of Seller's failure to cure title defects. If Buyer gives proper and timely notice of termination, Seller shall refund the Deposit, without interest, and shall reimburse Buyer for the actual amount paid by Buyer for the abstract of title or title commitment, provided that the abstract or commitment is delivered and assigned to Seller. By accepting delivery of the quit-claim deed, Buyer shall be deemed to waive any and all uncured title defects. 18. REAL ESTATE TAXES: The total real estate tax bill payable in the year in which the date of closing occurs will be prorated on a per diem basis as of the closing, using the most recent tax bill; such proration shall be final and binding on Seller and Buyer and there shall be no post-closing adjustment. There will be no proration to the extent the payment of such taxes has been assumed by a lessee under a lease that will be assigned to Buyer or merged into the purchase. 19. TRANSFER TAXES AND FEES: Buyer will purchase, affix, and cancel any and all documentary stamps in the amount prescribed by statute, and will pay any and all transfer taxes, excise taxes, sales taxes, use taxes, and fees incidental to the transfer of the Property or the recordation or filing of the deed. 20. SPECIAL ASSESSMENTS: Buyer will assume responsibility for paying any special assessment (or installment thereof)where the due date for payment is on or after the date of this offer, irrespective of the date of the improvement. 21. NOTICES: Notices permitted or required by this agreement must be in writing and shall be deemed given when delivered in legible form to the business address of the party to whom addressed. If delivered at the closing, a notice shall be deemed given when hand-delivered to the party's representative at the closing.The business addresses of the parties are as follows: • FORM 900.1/97.STD.00180-01.otp OFFER TO PURCHASE RAMSEY COUNTY.MN -6-