Common use of Buyer’s Objections to Title; Seller’s Obligations and Rights Clause in Contracts

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected), then, within five (5) Business Days after such election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Title Objections at or prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty (60) days) for the purpose of the Removal of any Required Removal Exceptions.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior Buyer has objected to the expiration of following items and such items are deemed hereunder to be Required Removal Exceptions: At Closing, Seller shall deliver the Due Diligence Periodletter attached hereto as Exhibit N. (b) In addition, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates survey items first revealed to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, Buyer after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the respective effective date dates of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, and Survey so long as such objection is objections (“Additional Title Objections”) are made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title and survey matters, all such title and survey matters shall be deemed to constitute additional Permitted Exceptions. . Within five (b5) Business Days of Seller’s receipt of Buyer’s notice of Additional Title Objections in accordance with the foregoing, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any Additional Title Objections, whereupon such Additional Title Objections and Seller may notify Buyer in writing so elected to be so Removed shall be deemed to be Required Removal Exceptions. Seller’s failure to provide such notice within such five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure of Seller to respond in writing within such Day period shall be deemed to constitute an election by of Seller not to effect any such Removal. Notwithstanding the foregoing to the contrary, if any Additional Title Objection already meets the definition of a Required Removal Exception, Seller shall be deemed to have elected to Remove such Title Objections)or cause to be Removed same. If Seller elects not to Remove one or more Additional Title Objections (or is deemed to have so elected), then, within five (5) Business Days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Additional Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Additional Title Objections and proceed to Closing. Any such Additional Title Objection Objections so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Title Objections at or prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty (60) days) for the purpose of the Removal of any Required Removal Exceptions.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (ai) Prior to the expiration Buyer acknowledges and agrees that all of the Due Diligence Period, Title Documents other than Required Cure Exceptions are Permitted Exceptions. Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that which materially and adversely affect Buyer’s title to the Real any Property if such matters that may first appear on any supplemental title reports or updates to the Title Commitment issued or Survey made available to Buyer or obtained by Buyer after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, Effective Date so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the applicable Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (bii) To the extent that any Title Objection does not constitute a Required Cure Exception, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections Objection and Seller may shall notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the applicable Closing Date) whether Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Cure Exception. If Seller elects not to Remove one or more any Title Objections (or is deemed to have so elected)Objection, then, within five (5) Business Days after such Seller’s election (but, in any event, prior to the applicable Closing Date), Buyer may elect in writing to either (iA) to terminate this AgreementAgreement with respect to the applicable Property, in which event the Deposit such Property shall be paid to Buyer and, thereafter, an Excluded Property and the parties shall have no further rights or obligations hereunder with respect to such Excluded Property except for obligations which expressly survive the termination of this Agreement, or (iiB) waive such Title Objections Objection and proceed to the applicable Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections Objection and proceed to the Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the applicable Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (ciii) If this Agreement is not terminated as to a Property by Buyer in accordance with the provisions hereof, Seller shall, at the applicable Closing, Remove or cause to be Removed any Title Objections that Seller is obligated Required Cure Exceptions with respect to Remove hereundersuch Property. Seller may use any portion of the Purchase Price to Remove or satisfy any Required Cure Exceptions that exist as of the applicable Closing Date, provided Seller shall cause to be Removed any such the Title Objections. If Seller is unable Company to Remove any such Title Objections at or prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Pricesame. (div) Seller shall be entitled to a reasonable adjournment of the applicable Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal Exceptions.exceptions to title. Further, if Buyer elects to terminate this Agreement with respect to any Property pursuant to clause (A) of Section 4.2(a)(ii), then Seller may elect, within ten (10) days after receipt of such notice of termination, to adjourn the applicable Closing for up to thirty (30) days solely with respect to such Property (in such case, a “Deferred Property”) for the purpose of Removing the applicable Title Objections with respect to such Deferred

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five (5) Business Days business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, within five (5) Business Days business days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunderRequired Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove or cause to be Removed any such Title Objectionsthe same. If Seller is unable to Remove any such Title Objections at or Required Exceptions prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and Seller shall pay to Buyer the amount of Buyer’s Due Diligence Costs within ten (10) days of Seller’s receipt from Buyer of an itemized statement for same, and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal Exceptionsexceptions to title, provided that Seller provides Buyer and Escrow Holder with written notice of the need for such an extension at least two (2) business days prior to the scheduled Closing Date.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (ai) Prior to the expiration Buyer acknowledges and agrees that all of the Due Diligence Period, Title Documents other than Required Cure Exceptions are Permitted Exceptions. Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that which materially and adversely affect Buyer’s title to the Real any Property if such matters that may first appear on any supplemental title reports or updates to the Title Commitment issued or Survey made available to Buyer or obtained by Buyer after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, Effective Date so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (bii) To the extent that any Title Objection does not constitute a Required Cure Exception, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections Objection and Seller may shall notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Cure Exception. If Seller elects not to Remove one or more any Title Objections (or is deemed to have so elected)Objection, then, within five (5) Business Days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (iA) to terminate this AgreementAgreement with respect to the applicable Property, in which event the Deposit such Property shall be paid to Buyer and, thereafter, an Excluded Property and the parties shall have no further rights or obligations hereunder with respect to such Excluded Property except for obligations which expressly survive the termination of this Agreement, or (iiB) waive such Title Objections Objection and proceed to the Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections Objection and proceed to the Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (ciii) If this Agreement is not terminated as to a Property by Buyer in accordance with the provisions hereof, Seller shall, at the Closing, Remove or cause to be Removed any Title Objections that Seller is obligated Required Cure Exceptions with respect to Remove hereundersuch Property. Seller may use any portion of the Purchase Price to Remove or satisfy any Required Cure Exceptions that exist as of the Closing Date, provided Seller shall cause to be Removed any such the Title Objections. If Seller is unable Company to Remove any such Title Objections at or prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Pricesame. (div) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal Exceptions.exceptions to title. Further, if Buyer elects to terminate this Agreement with respect to any Property pursuant to

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration end of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title CommitmentCommitments, the SurveySurveys, and any supplemental title reports or updates to the Title Commitment Commitments (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s title to the Real Property if such matters appear on any supplemental title reports or updates to the Title Commitment Commitments issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment Commitments received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections to the extent (and only to the extent) that the same constitute Required Removal Exceptions. In addition, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such other Title Objections and Objections. To the extent that the same do not constitute Required Removal Exceptions, Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure to provide such notice within five (5) Business Days after the date of Seller to respond in writing within such period Buyer’s notice of Title Objections shall be deemed to constitute an election by of Seller not to Remove effect any such Title Objectionscure). If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected), then, within five (5) Business Days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Required Removal Exceptions or any other Title Objections at or Objection that it has previously elected to Remove prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, in which case Seller will reimburse Buyer for its actual, out of pocket third party expenses incurred in connection with entering into this Agreement and pursuing the Transaction, and its due diligence investigation of the of the same, not to exceed Two Hundred Thousand and No/100ths Dollars ($200,000.00), or (b) accept waive such exceptions to title Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal ExceptionsExceptions or other Title Objections.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, any updates to the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s title to the Real Property if such matters that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) To the extent that any Title Objections do not constitute Required Removal Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Removal Exception. If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, within five (5) Business Days after such election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunderRequired Removal Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Removal Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove or cause to be Removed any such Title Objectionsthe same. If Seller is unable to Remove any such Title Objections Required Removal Exceptions at or prior to the Closing, Buyer may at Closing elect to either (a) exercise Buyer’s rights under Section 11.2 to terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal Exceptionsexceptions to title.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five (5) Business Days business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, other than with respect to the Required Exceptions, within five (5) Business Days business days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PricePrice with respect thereto. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunderRequired Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove or cause to be Removed any such Title Objectionsthe same. If Seller is unable to Remove any such Title Objections at or Required Exceptions prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PricePrice or (c) to replace, without any increased cost to Seller, the Title Company with another nationally recognized title insurance company if the Title Company fails or refuses to Remove any exceptions to title that Seller elects or is required to Remove. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal Exceptionsexceptions to title.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration end of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s 's title to the Real Property if such matters appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections to the extent (and only to the extent) that the same constitute Required Removal Exceptions. In addition, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such other Title Objections and Objections. To the extent that the same do not constitute Required Removal Exceptions, Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s 's notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure to provide such notice within five (5) Business Days after the date of Seller to respond in writing within such period Buyer's notice of Title Objections shall be deemed to constitute an election by of Seller not to Remove effect any such Title Objectionscure). If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected), then, within five (5) Business Days after such Seller's election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Purchase Agreement SHP/Renaissance Portfolio Contract Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Required Removal Exceptions or any other Title Objections at or Objection that it has previously elected to Remove prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer, Seller shall reimburse Buyer for the out-of-pocket costs and expenses incurred by Buyer in connection with this Agreement and its inspections of the Property (not to exceed $1,000,000.00), and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept waive such exceptions to title Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price, other than Required Removal Exceptions that can be removed by payment of a liquidated sum. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal ExceptionsExceptions or other Title Objections.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Title Review Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the SurveySurvey (or any updates thereto), and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Title Review Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that which materially adversely affect Buyer’s title to the Real Property if such matters that may first appear on any supplemental title reports or updates to the Title Commitment or Survey (or any updates thereto) issued after the expiration of the Due Diligence Title Review Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five (5) Business Days business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, within five two (52) Business Days business days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunderRequired Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove or cause to be Removed any such Title Objectionsthe same. If Seller is unable to Remove any such Title Objections at or Required Exceptions prior to the Closing, Buyer may (as its sole right and remedy in such event) at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller Seller, at its election, shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty (60) days) for the purpose of the Removal of any Required Removal Exceptionsexceptions to title.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior On or before the date that is five (5) days prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, Commitments and/or the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions)Surveys. In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that which adversely affect Buyer’s title to the Real Property if such matters that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five three (53) Business Days business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether if Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects (or is deemed to have elected) not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, within five (5) Business Days after such election (but, in any event, prior to on or before the Closing Date)expiration of the Due Diligence Period, Buyer may may, as its sole and exclusive remedy, elect in writing to either (i) terminate this Agreement, in which event the Initial Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Title Objections at or prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty (60) days) for the purpose of the Removal of any Required Removal Exceptions.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration end of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s title to the Real Property if such matters appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, Period so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections to the extent (and only to the extent) that the same constitute Required Removal Exceptions. In addition, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such other Title Objections and Objections. To the extent that the same do not constitute Required Removal Exceptions, Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure to provide such notice within five (5) Business Days after the date of Seller to respond in writing within such period Buyer’s notice of Title Objections shall be deemed to constitute an election by of Seller not to Remove effect any such Title Objectionscure). If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected), then, within five (5) Business Days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Required Removal Exceptions or other Title Objections at or Objection that it has previously elected to Remove prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept waive such exceptions to title Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal ExceptionsExceptions or other Title Objections.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to On or before the expiration of the Due Diligence PeriodClosing Deadline, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five two (52) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed thirty (30) days) for the purpose of the Removal of any such Title Exception. If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected), then, within five (5) Business Days after such election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer Seller and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Title Objections at or prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer Seller and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Notwithstanding any provision herein to the contrary, on or prior to Closing, Seller shall Remove or cause to be entitled Removed all exceptions first appearing from and after May 2, 2012, the date of Buyer’s title commitment (without the benefit of reasonable adjournment). If Seller is unable to a reasonable adjournment Remove any such Title Objections at or prior to the Closing, Buyer may at Closing elect to terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of the Closing and Closing Deadline (not to exceed sixty (60) days) for the purpose of the Removal of any Required Removal Exceptions.this Agreement

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration end of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that first appear on the update to the Survey heretofore ordered by Buyer and to any title matters which are not Permitted Exceptions and that adversely which affect Buyerthe Company’s title to the Real Property if such matters that may appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller or the Company shall, at Closing, Remove or cause to be Removed any Title Objections to the extent (and only to the extent) that the same constitute Required Removal Exceptions. In addition, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such other Title Objections and Objections. To the extent that the same do not constitute Required Removal Exceptions, Seller may shall promptly notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure to provide such notice within five (5) Business Days after the date of Seller to respond in writing within such period Buyer’s notice of Title Objections shall be deemed to constitute an election by of Seller not to Remove effect any such Title Objectionscure). If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, within five (5) Business Days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Title Objections at or Objection that it has previously elected to Remove prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept waive such exceptions to title Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty ten (6010) days) for the purpose of the Removal of any Required Removal ExceptionsExceptions or other Title Objections.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to On or before the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, Commitment and/or the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that which adversely affect Buyer’s title to the Real Property if such matters that may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. Notwithstanding anything to the contrary set forth in this Section 4.2.1(a), after the expiration of the Due Diligence Period, Buyer shall not have a right to object to the inclusion in the Permitted Exceptions of those items and matters listed in Exhibits B and C to Exhibit E to this Agreement. (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five three (53) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether if Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects (or is deemed to have elected) not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, within five (5) Business Days after such election (but, in any event, prior to on or before the Closing Date)expiration of the Due Diligence Period, Buyer may may, as its sole and exclusive remedy, elect in writing to either (i) terminate this Agreement, in which event the Initial Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond terminate this Agreement in writing within such period prior to the expiration of the Due Diligence Period shall be deemed an election by Buyer to waive such all remaining uncured Title Objections and proceed to Closingwhich are shown on the Survey or the Title Commitment as such may have been updated as of the expiration of the Due Diligence Period. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, prior to or at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunderRequired Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove or cause to be Removed any such Title Objectionsthe same. If Seller is unable to Remove any such Title Objections at or Required Exceptions prior to the Closing, Buyer may may, as its sole and exclusive remedy, elect at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty (60) days) for the purpose of the Removal of any Required Removal Exceptions.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior On or prior to the expiration of the Due Diligence PeriodTitle Objection Date, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence PeriodTitle Objection Date, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters appear on any supplemental title reports or updates to arise after the Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, Objection Date so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. Buyer shall deliver to Seller concurrently with any objection notice of Buyer delivered in accordance with this Section 4.2.1, copies of the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment that are the subject of any such Buyer objections, together with copies of any exception documents referenced therein. (b) If this Agreement has not been terminated by Buyer prior to Closing in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections to the extent (and only to the extent) that the same constitute Required Removal Exceptions. In addition, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such other Title Objections and Objections. To the extent that the same do not constitute Required Removal Exceptions, Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s 's notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the same. Seller's failure of Seller to respond in writing within deliver such period notice shall be deemed an Seller's election by Seller not to Remove such Title Objections)the same. If Seller elects not to Remove one or more Title Objections (or is deemed not to have so electedelect), then, within five seven (57) Business Days after such election (but, in any event, prior to the Closing Date)Seller's election, Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Required Removal Exceptions or other Title Objections at or Objection that it has previously elected to Remove prior to the Closing, Buyer may at or prior to Closing elect to either (ai) terminate this Agreement, in which event the Deposit shall be paid returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (bii) accept waive such exceptions to title Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price; provided, however, if such lien or other matter is a Required Removal Exception, then Seller shall be obligated to remove such lien or other matter pursuant to paragraph (b) above. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty thirty (6030) days) for the purpose of the Removal of any Required Removal ExceptionsExceptions or other Title Objections.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that which are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters may first appear on any supplemental title reports or updates to the Title Commitment or Survey issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days business days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) To the extent that any Title Objections do not constitute Required Exceptions, Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may shall notify Buyer in writing within five (5) Business Days business days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). Any Title Objection that Seller elects in writing to Remove shall be deemed a Required Exception. If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected)Objections, then, within five (5) Business Days business days after such Seller’s election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunderRequired Exceptions. Seller may use any portion of the Purchase Price to satisfy any Required Exceptions that exist as of the Closing Date, provided Seller shall cause the Title Company to Remove or cause to be Removed any such Title Objectionsthe same. If Seller is unable to Remove any such Title Objections at or Required Exceptions prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Seller shall have the right to replace the Title Company with another nationally recognized title insurance company if the Title Company fails or refuses to Remove any exceptions to title that Seller elects or is required to Remove. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty fifteen (6015) days) for the purpose of the Removal of any Required Removal Exceptionsexceptions to title.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration of the Due Diligence PeriodOn or before 5:00 p.m. on May 19, 2006, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Surveysurveys delivered during the Due Diligence Period, and any supplemental title reports or updates to the Title Commitment (Commitment, whether or not such matters constitute Permitted ExceptionsExceptions (the “Title Objections”). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. Notwithstanding the foregoing, the date on which Title Objections must be made pursuant to this Section 4.2.1(a) shall be extended for one (1) day for each day that the existing title commitment and existing surveys are delivered by Seller pursuant to Section 4.1 after the date required for such deliveries by Seller in Section 4.1. (b) Seller shall have until 5:00 p.m. on May 24, 2006, to give Buyer notice (“Seller Notice”) that (i) Seller will remove any Title Objection from title (or, if acceptable to Buyer, in Buyer’s reasonable judgment, afford the Title Company necessary information or certifications to permit it to insure over such Title Objection) or (ii) Seller’s election not to cause such exception to be Removed. Seller’s failure to provide such notice to Buyer as to any Title Objection shall be deemed an election by Seller not to Remove such Title Objection. If Seller notifies Buyer or is deemed to have notified Buyer that Seller will not Remove or insure over any or all Title Objections, Buyer shall, prior to the end of the Due Diligence Period determine if Buyer will (y) proceed with the Purchase and take the Property subject to such Title Exception or (z) terminate this Agreement (and receive a return of its Deposit). Buyer’s failure to give Seller notice of its election hereunder will be deemed an election by Buyer under clause (y) above. (c) In addition, after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to any survey or title matters that are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property Exceptions, if such matters initially appear on any supplemental title reports or updates to the Title Commitment issued after the expiration of the Due Diligence Period and were not present on earlier title reports or updates, and if such matters are placed of record after the effective date of Effective Date in any update to the Title Commitment received by Buyer prior to the expiration of the Due Diligence PeriodClosing, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Unless In such event, Seller shall use reasonable efforts to remove such Title Objection prior to Closing. In the event Seller is not able to remove such materially adverse Title Objection, Buyer is entitled to may terminate this Agreement without default and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptionsreceive a return of the Deposit. (bd) Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Title Objections (but, in any event, prior to the Closing Date) whether Seller elects to Remove the same (and the failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove such Title Objections). If Seller elects not to Remove one or more Title Objections (or is deemed to have so elected), then, within five (5) Business Days after such election (but, in any event, prior to the Closing Date), Buyer may elect in writing to either (i) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (ii) waive such Title Objections and proceed to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closing. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Seller is unable to Remove any such Required Removal Exceptions or any other Title Objections at or Objection that it has previously elected to Remove prior to the Closing, Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of this Agreement, or (b) accept waive such exceptions to title Title Objection and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (de) Notwithstanding anything in this Agreement to the contrary, Seller shall cause all Required Removal Exceptions to be entitled to a reasonable adjournment removed at Closing, and portions of the Closing and Closing Deadline (not Purchase Price may be used to exceed sixty (60) days) for discharge the purpose of the Removal of any Required Removal Exceptions.

Buyer’s Objections to Title; Seller’s Obligations and Rights. (a) Prior to the expiration end of the Due Diligence Period, Buyer shall have the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any supplemental title reports or updates to the Title Commitment (whether or not such matters constitute Permitted Exceptions). In addition) and any such liens, after the expiration of the Due Diligence Periodencumbrances, Buyer exceptions or qualifications shall have the right be hereinafter referred to object in writing to any title matters that are not Permitted Exceptions and that adversely affect Buyer’s title to the Real Property if such matters appear on any supplemental title reports or updates to the as “Title Commitment issued after the expiration of the Due Diligence Period and if such matters are placed of record after the effective date of the Title Commitment received by Buyer prior to the expiration of the Due Diligence Period, so long as such objection is made by Buyer within five (5) Business Days after Buyer becomes aware of the same (but, in any event, prior to the Closing Date). Objections.” Unless Buyer is entitled to and timely objects to such title or survey matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) Seller may elect (but shall not be obligated) to Remove or cause to be Removed any such Title Objections and Seller may notify Buyer in writing within five no later than fourteen (514) Business Days days after Seller’s receipt of Buyer’s notice setting forth the existence of any Title Objections and indicate to Buyer that Seller either (buti) intends to cure the Title Objections within the applicable cure period, in any eventor (ii) intends not to cure some or all of such exceptions, prior identifying which of the Title Objections Seller intends to the Closing Date) whether Seller elects to Remove the same (and the failure cure. Failure of Seller to respond in writing within such period notify Buyer of its election to cure any Title Objection shall be deemed to be an election by Seller not to Remove cure such Title Objection. (c) In the event Seller affirmatively elects to cure some or all Title Objections). , Seller shall have thirty (30) days, or such longer period requested by Seller and agreed to by Buyer, in Buyer’s sole and absolute discretion, following receipt of written notice of the existence of Title Objections in which to undertake a good faith, diligent effort to cure or eliminate the Title Objections which Seller has affirmatively elected to cure to the satisfaction of Buyer and the Title Company in such manner as to permit the Title Company to either endorse the Title Commitment or issue a replacement commitment to delete the Title Objections therefrom. (d) If Seller is unable or elects not to Remove one or more Title Objections (or is deemed to have so elected), then, ) not to cure or eliminate any Title Objections within five (5) Business Days after such election (but, in any event, prior to the Closing Date)time allowed, Buyer may elect in writing to either (i) terminate this AgreementAgreement within ten (10) days following the expiration of Seller’s thirty (30) day curative period by giving written notice of termination to Seller, or, alternatively, Buyer may elect to close its purchase of the Property, accepting the conveyance of the Property subject to the Title Objections, in which event the Deposit closing shall be paid to Buyer and, thereafter, take place on the parties shall have no further rights or obligations hereunder except for obligations which expressly survive the termination of date specified in this Agreement, or (ii) waive such Title Objections and proceed subject to Closing. Failure of Buyer to respond in writing within such period shall be deemed an election by Buyer to waive such Title Objections and proceed to Closingany delays provided for above. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. . If, by giving written notice to Seller within the time allowed, Buyer elects to terminate this Agreement because of the existence of uncured Title Objections which Seller affirmatively elected to cure pursuant to Section 4.2.1 (c) If above, then Seller shall be obligated to reimburse Buyer for its documented, third-party, out-of-pocket expenses incurred in connection with its entering into this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove or cause to be Removed any Title Objections that Seller is obligated to Remove hereunder. Seller may use any portion and its investigation of the Purchase Price to Remove or cause to be Removed any such Title Objections. If Property; provided, however, that the reimbursement obligation of Seller is unable to Remove any such Title Objections at or prior to under this Agreement shall not exceed the Closingsum of Two Hundred Thousand and No/100 Dollars ($200,000.00), Buyer may at Closing elect to either (a) terminate this Agreement, in which event the Deposit shall be paid returned to Buyer and, thereafter, and upon such return and reimbursement the obligations of the parties under this Agreement shall be terminated, except for those obligations which survive termination hereunder. (e) When Seller has an obligation to cure Title Objections, Seller shall act diligently and in good faith to effect such cure; provided, however, that, Seller shall have no further rights obligation to expend monies or obligations hereunder institute litigation to cure Title Objections except for obligations which expressly survive the termination of this Agreement, or (b) accept such exceptions as to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (d) Seller shall be entitled to a reasonable adjournment of the Closing and Closing Deadline (not to exceed sixty (60) days) for the purpose of the Removal of any Required Removal Exceptions. (f) Buyer and Seller acknowledge that Buyer delivered its notice of Title Objections to Seller on October 15, 2008, and Seller delivered its notice to Buyer on October 24, 2008, regarding Seller’s election not to cure any of such Title Objections.