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plain levee by FM alter closing and to pay all costs incurred in securing such certification, including the engineering and construction cgsts necessary to complete construction of the berm to the specifications required for FEKA certification. In the event Sellers are unable to obtain approval of the reclamation plan revisions in the form agreed to and/or fails to obtain certification of the berm by rEMA, the Sellers are obligated to make a payment to the University in the amount of $900, 000. If, upon remappinq of the flood plain applicable to the Property, the portions of the Property in the 100-year flood plain inside the berm exceed 43 acres, the Sellers are obligated to make an additional payment to the University in the amount of $20, 000 for each excess acre in the flood plain. The payment obligations described above and the contractual obligations set forth in the Contract, as amended, will be secured by a cash escrow in the amount of $1.2 million. IX. CONDITIONS TO CLOSING. A. University obligation to close is expressly conditioned upon: i. All warranties and representations of sellers remain true and correct at closing. ii. Sellers have complied with all covenants, agreements and conditions in the Contract. iii. Title to the Property is tree and clear of all matters except only the Permitted Exceptions approved during the title and survey review. iv. Execution of the Distribution Center lease. V. Board of Regents, acting in its sole and absolute discretion, formally authorizing closing of the transaction contemplated by the Contract. B. sellers' obligation to close is expressly conditioned upon: i. All warranties and representations of University remain true and correct at .closinq. 11. University has complied with all covenants, agreements and conditions in the Contract. iii. Title to the Distribution Center and Lot i is free and clear of all encumbrances except the Permitted nsri -S-