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discretion and without limiting any of Seller's legal remedies or remedies under this Agreement,terminate this Agreement by written notice to Buyer. (1) Representations and Warranties. Each of Buyer's representations and warranties set forth in this Agreement are materially true and accurate as of the Close of Escrow. (2) Buyer's Obligations. Buyer is not in material default under this Agreement,and each material obligation of Buyer to be performed prior to the Close of Escrow hereunder has been performed as required. 3.4 Escrow Cancellation. 3.4.1 Charges. (1) Seller's Default. If Escrow fails to close due to Seller's default, Seller shall pay all Escrow cancellation charges. "Escrow cancellation charges"means all fees,charges and expenses charged or passed on to the Parties by Escrow Holder,including all title expenses. Buyer shall be entitled to terminate this Agreement or bring an action against Seller for specific performance as its sole and exclusive remedies. (2) Buyer's Default. If Escrow fails to close due to Buyer's default, Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate this Agreement as its sole and exclusive remedy. (3) No Default. If Escrow fails to close and this Agreement is terminated for any reason other than a default by one of the Parties,Buyer and Seller shall evenly split any Escrow cancellation charges. 3.5 Permitted Exceptions to Title. As soon reasonably possible after the Opening of Escrow, Escrow Holder shall cause Fidelity National Title, in its capacity as title insurer("Title Company"),to deliver to Buyer and Seller a current preliminary title report("Tide Report") together with legible copies of all underlying documents referenced therein (together with the Title Report,the"Title Documents"). The term"Permitted Exceptions"as used in this Agreement shall mean all of the following: (a)the Grant Deed; (b) the Affordable Housing Covenant; (c)non-delinquent real property taxes and assessments; (d)items and exceptions created by or with the written consent of Buyer, including documents to be recorded pursuant to this Agreement, and (e)the tide exceptions shown on the Tide Report but excluding any (i)"Disapproved Exceptions"as defined below that Seller,in its sole discretion,agrees to remove prior to the Close of Escrow as provided below and (ii)all monetary liens and monetary encumbrances on the Property, other than non-delinquent real property taxes and assessments which will be removed (meaning removal from title and not the issuance of an endorsement in connection therewith by the Title Company)from title by Seller at its sole cost and expense prior to the Close of Escrow. If Buyer objects to any title exceptions in its sole and absolute discretion ("Disapproved Exceptions"),Buyer shall deliver written notice("Objection Notice")of same to Seller within ten(10)business days of delivery of the initial Title Report to Buyer. Seller shall act in good faith and reasonably to resolve any title exception in the Objection Notice. If Buyer fails to deliver an Objection Notice but delivers a "Notice of Approval", Buyer shall be deemed to -4-