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inspections, tests and investigations (normal wear and tear resulting from such inspections excepted) and to indemnify and hold Seller harmless from any damages or loss directly resulting from such activities of Purchaser. If Purchaser elects to terminate this Contract, for any reason related to investigations made by Purchaser herein, Seller is not in default. VIII. SELLER'S COVENANTS AND AGREEMENTS Seller hereby covenants and agrees to, immediately upon obtaining knowledge of the institution of foreclosure or any proceedings for the condemnation of the Property, or any portion thereof, or any other proceedings arising out of injury or damage to the Property, or any portion thereof, notify Purchaser of the pendency of such proceedings. IX. PURCHASER'S COVENANTS AND AGREEMENTS 9.1 Responsibility for maintaining and monitoring the Easement shall belong solely to the Purchaser and/or its assignees and assigns and not to the Seller. 9.2 Purchaser agrees to transfer the Easement to the Cabarrus Soil and Water Conservation District (CSWCD) before or after closure of the proposed mitigation bank. This will be done at the mutual discretion of the Purchaser and the CSWCD. An endowment will be negotiated and paid prior to the Easement transfer. X. TITLE COMMITMENT During the Due Diligence Period Purchaser shall obtain a commitment for title insurance (hereinafter referred to as the "Commitment "), together with true and legible copies of all items referred to as exceptions in such Commitment. The Commitment shall be dated no earlier than this Contract and shall show title to the Property to be in Seller's name. Purchaser shall have until the day of the Closing in which to approve or disapprove the exceptions to title. If Purchaser shall fail to give any notice to Seller prior to the day of Closing, Purchaser shall be deemed to have approved the exceptions to title set forth in the Commitment and shall have waived any objection it may have to the exceptions to title set forth in the Commitment. If Purchaser finds any such exceptions to title set forth in the Commitment to be unacceptable, then Purchaser shall, prior to the day of Closing, notify Seller in writing of such fact and the Closing shall be delayed until such obligations are cured or Purchaser terminates this Contract. Seller may, but shall not have any obligation to, then undertake to eliminate or modify such unacceptable exceptions to the reasonable satisfaction of Purchaser within twenty (20) days. In the event Seller delivers written notice to Purchaser that it is unwilling or unable to eliminate or modify such unacceptable exceptions to the satisfaction of Purchaser within twenty (20) days after notice of such unacceptable items, or in the event Seller fails to respond during such twenty (20) day period Purchaser may, at its option, terminate this Contract by notice in writing to Seller, or Purchaser may accept title to the Easement with the Property in the condition set forth in the Commitment, with the elimination of such unacceptable matters as have been obtained, provided that in such event no adjustment shall be made to the Purchase Price. Such title exceptions and matters to which the Purchaser agrees to accept title shall be referred to herein as 6 2013 Base Option Attachment number 1 G -9 Page 204