Common use of Buyer’s Review of Title Clause in Contracts

Buyer’s Review of Title. Buyer may advise Seller in writing by no later than the expiration of the Contingency Period what exceptions to title, if any, listed in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”). Seller shall have five (5) days after receipt of Buyer’s Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement.

Buyer’s Review of Title. Buyer may advise Seller in writing by no Not later than five (5) days following the Opening of Escrow, Seller shall cause the Title Company to provide Buyer with a current preliminary title report covering the Land, together with copies of the underlying documents relating to the Schedule B exceptions set forth in such report (collectively, the "Report"). Buyer shall have until the expiration of the Contingency Period what exceptions to title, if any, listed deliver to Seller and Escrow Holder written notice ("Buyer's Title Notice") of Buyer's disapproval of any matters shown in the Preliminary Report. The failure of Buyer to give Buyer's Title Notice on or before the expiration of the Contingency Period shall be deemed to constitute Buyer's approval of the Report are not acceptable and the condition of title to the Property. If Buyer disapproves any matter of title shown in the Report, then Seller may, but shall have no obligation to, within ten (collectively10) days after its receipt of Buyer's Title Notice ("Seller's Election Period"), elect to eliminate such disapproved title matters by the “Title Objections”). Close of Escrow, provided that, Seller shall have no obligation to pay any consideration or incur any liability to eliminate such disapproved title matters. If Seller does not elect to, or is unable to, eliminate any disapproved title matters, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before five (5) days after receipt following the expiration of Buyer’s Title Objections Seller's Election Period) of a written notice, to give Buyer notice that either: (aA) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptionswaive its prior disapproval, in which insurance event said disapproved matters shall be deemed approved by Buyer or (B) terminate this Agreement and the Escrow created pursuant hereto. Failure to take either one of the actions described in its reasonable discretionSubsection (A) or (bB) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection above shall be deemed an to be Buyer's election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and action described in such event, such objections shall be considered Permitted Exceptions hereunder or Subsection (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementA).

Buyer’s Review of Title. Buyer may advise shall have until the Due Diligence Termination Date to notify Seller in writing of any objection which Buyer may have to any exception reported in the PTR or matter shown on the Survey or the UCC Search or any updates thereof; provided, however, that if any such updates are received by no later than the expiration Buyer, Buyer shall have an additional five (5) Business Days, regardless of the Contingency Period what exceptions Due Diligence Termination Date, following Buyer's receipt of such update and legible copies of all documents referenced therein to titlenotify Seller of objections to items shown on any such update. Exceptions reported in the PTR and matters shown on the Survey or the UCC Search (or any updates thereof) not objected to by Buyer as provided above shall be deemed to be "Permitted Exceptions." Seller shall have until the fifth (5th) business day after the date on which Buyer delivers such objections, if any, listed to Seller, to notify Buyer in writing as to (a) whether Seller will not remove or cure the Preliminary Report are not acceptable objections, (b) whether Seller will remove from title to the Property any exceptions and matters so objected to by Buyer, or (c) whether Seller will obtain for Buyer (collectivelytitle insurance insuring over such exceptions or matters, the “Title Objections”)such insurance to be in form and substance satisfactory to Buyer. If Seller shall informs Buyer that Seller is unwilling or unable to remove or satisfactorily insure over any exceptions or matters objected to by Buyer, Buyer will have five (5) business days after receipt of Buyer’s Title Objections to give Buyer notice that either (a) Seller will remove terminate this Agreement (in which case Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, and neither party shall thereafter have any Title Objections from title (rights or afford obligations to the Title Company necessary information or certifications to permit it to insure over such exceptionsother hereunder), which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not discharge any objected to cause exceptions or matters which can be discharged by the payment of money and to deduct from the cash portion of the Purchase Price the amount reasonably necessary to do so, or (c) proceed to a timely Closing without a reduction in the Purchase Price whereupon such objected to exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection or matters shall be deemed an election by Seller not to remove the Title ObjectionPermitted Exceptions. If Seller so notifies or is deemed to have notified Buyer that Seller shall not in any event be required to discharge and remove any or and all liens and encumbrances affecting the Property which secure an obligation to pay money (other than installments of real estate taxes not delinquent as of the Title ObjectionsClosing) and, even though Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive does not expressly disapprove such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such eventliens, such objections liens and encumbrances shall not be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementExceptions.

Buyer’s Review of Title. Buyer may advise shall have until the date which is 1 month prior to the Due Diligence Termination Date to notify Seller in writing of any objection which Buyer may have to any matters reported or shown in the Title Documents or any amendments or updates thereof (a “Buyer’s Objection Letter”). If the Title Company amends or updates the Title Report after Xxxxx delivers the Buyer’s Objection Letter, and such amendment or update adds a new title exception (other than any new exception changed, requested, or approved by Buyer or to update the legal description to reflect the recording of the Parcel Split Map), Buyer shall have ten (10) days following Buyer’s receipt of such amendment or update and copies of all documents referenced therein to notify Seller of objections by delivering a Buyer’s Objection Letter. Notwithstanding the foregoing, Buyer hereby disapproves of any mechanics’ liens (except those arising out of Buyer’s actions with respect to the Property), recorded mortgages and deeds of trust (except for the lien of the Performance Deed of Trust which shall be a Permitted Exception to the extent provided in Section 6.6) and delinquent real property taxes, judgments, and assessments shown on the Title Report (the “Monetary Encumbrances”), and Seller shall remove and eliminate the same prior to or concurrently with the applicable Closing. Seller shall cooperate with Buyer to eliminate title exceptions objected to by Buyer, but Seller shall have no obligation to cure or correct any matter objected to by Buyer, except the Monetary Encumbrances. On or before the tenth (10th) day following Seller’s receipt of Buyer’s Objection Letter (but no later than the expiration Due Diligence Termination Date), Seller may elect, by delivering written notice of such election to Xxxxx and Xxxxxx Agent (“Seller’s Response”) whether to cause Title Company to remove (or insure over) any matters objected to in Buyer’s Objection Letter other than the Contingency Period what exceptions Monetary Encumbrances (which will be removed, except to title, if any, listed the extent Seller is disputing a lien in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”which case such lien may be insured over). If Seller shall have five (5) days after receipt of Buyer’s Title Objections fails to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. deliver Seller’s failure to provide notice to Buyer Response within such five (5) day period as to any Title Objection the time frame set forth above, it shall be deemed to be an election by Seller not to cause Title Company to so remove the Title Objection(or insure over) such objections. If Seller so notifies elects or is deemed to have notified elected not to cause Title Company to so remove or insure, then Buyer that must elect, by delivering written notice of such election to Seller shall not remove any and Escrow Agent on or all of before the Title Objections, Buyer shall have until earlier to occur of: (i) the later of close of the Contingency Period or five tenth (510th) days after day following Xxxxx’s receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder Response or (ii) if no Seller’s Response is received by Buyer, the tenth (10th) day following the date on which Seller shall have been deemed to have responded, as provided above, to: (1) terminate this Agreement or (2) proceed with this transaction, subject to Buyer’s other express rights to terminate this AgreementAgreement as provided herein, in which event such objected to exceptions or matters shall be deemed to be Permitted Exceptions (other than the Monetary Encumbrances). In the event that Xxxxx fails to make such election on a timely basis, then Buyer shall be deemed to have elected to proceed with this transaction, in which case the exceptions set forth in such Buyer’s Objection Letter shall be deemed to be Permitted Exceptions. In the event this Agreement is terminated in accordance with this Section, then Escrow Agent shall return the Deposit to Buyer, and this Agreement shall be of no further force or effect and neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that of this Agreement which expressly survives the termination of this Agreement.

Buyer’s Review of Title. Buyer shall have until 5:00 p.m. (California time) on the 10th day before the Due Diligence Termination Date to give Seller Notice of any objection that Buyer may advise Seller have to any exception reported in writing the PTR, any matter shown on UCC Search, or any exception or matter contained in any amendment or update thereof (provided, however, that if any such amendment or update is received by no later than the expiration Buyer, Buyer shall have an additional 3 Business Days, regardless of the Contingency Period what exceptions Due Diligence Termination Date or Scheduled Closing Date, following Buyer's receipt of such amendment or update and legible copies of all documents referenced therein, to title, if any, listed in the Preliminary Report are not acceptable give Seller Notice of objections to Buyer (collectively, the “Title Objections”items shown on any such amendment or update). Seller shall have five (5) days after receipt of Buyer’s Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title ObjectionsIn addition, Buyer shall have until 5:00 p.m. (California time) on the later 5th day before the Due Diligence Termination Date to give Seller Notice of close any objection that Buyer may have to any matter shown on the Survey, or any matter contained in any amendment or update thereof (provided, however, that if any such amendment or update is received by Buyer, Buyer shall have an additional 3 Business Days, regardless of the Contingency Period Due Diligence Termination Date or five Scheduled Closing Date (5) days after but subject to Section 8.1 below), following Buyer's receipt of Seller’s notice such amendment or update and legible copies of all documents referenced therein, to give Seller Notice of objections to matters shown on any such amendment or update). Exceptions reported in the PTR and matters shown on the UCC Search or the Survey (or any amendments or updates thereof) not objected to by Buyer as provided above shall be deemed disapprovalto be "Permitted Exceptions". If, however, Buyer objects to any exception reported in the PTR or any matter shown on the UCC Search or the Survey (or any amendments or updates thereof) ("Objectionable Title Matters"), Seller shall have until 5:00 p.m. (California time) on the 3rd day before the Due Diligence Termination Date to determine whether give Buyer Notice that (i) Seller will cure specific Objectionable Title Matters ("Voluntary Title Removal Exceptions"), and/or (ii) Seller will not take any action with respect to waive such objections specific Objectionable Title Matters. If Seller elects not to take any action with respect to any specific Objectionable Title Matters and Buyer does not terminate this Agreement on or before the Due Diligence Termination Date, Buyer shall be deemed to have elected to proceed with the purchase and to take title to the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementObjectionable Title Matters.

Buyer’s Review of Title. Buyer may advise Seller in writing Buyer, has caused a survey performed ----------------------- by no later than Xxxxxxxxxx, Xxxxxx Associates, Inc. as Job No. 93064 dated September 27, 1993 (the expiration "Survey") of the Contingency Period what Land to be prepared and delivered to Title Company and ------ Sellers. The parties have approved the Survey, subject to revision to add the parcel consisting northerly 160 feet of the property described on "Exhibit A-2". ----------- The Survey shall meet the Title Company's requirements for the issuance of the "Owner's Policy" (as defined in Section 4.2). As soon as the Survey has been delivered to the Title Company, at Buyer's request Sellers shall cause the Title Company to issue a supplement (the "Supplement")to the PTR, showing such ---------- additional matters which the Title Company would take exception to if it were issuing the Owner's Policy to Buyer on the date the Supplement is issued together with copies of all documents (not previously furnished) referred to in the Supplement. With respect to any exceptions to titletitle or other matters shown on the PTR, if anySurvey or Supplement, listed Buyer may, on or before the date which is 7 days from the date Buyer received the Supplement and copies of the documents described in the Preliminary Report are not acceptable prior sentence disapprove by notice to Buyer Sellers any such exceptions (collectively, the “Title Objections”"Disapproved Exceptions"). Seller Buyer's failure to provide such notice ---------------------- on or before such date shall have five (5) constitute approval of the condition of title as shown oh the PTR, Survey and Supplement. Within 7 days after following Seller's receipt of Buyer’s Title Objections 's notice of such disapproval, Sellers shall notify Buyer in writing that: Sellers have removed such Disapproved Exceptions from title; Sellers are covenanting to give Buyer notice that (a) Seller do so as of or before Closing; or Sellers will not remove specified Disapproved Exceptions. If a Disapproved Exception is of the type described in the last sentence of this Section 3.2.1, or if Sellers otherwise covenant to remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over Disapproved Exceptions, such exceptions, which insurance removal shall be approved coordinated by Buyer in its reasonable discretionEscrow Holder as a condition (waivable by Buyer) or (b) Seller elects not to cause such exceptions to be removed. Seller’s of Closing and Buyer's obligations hereunder, and failure to provide notice effect such removal shall be a breach by Sellers of this Agreement, unless arising out of the negligence of Escrow Holder. Notwithstanding the foregoing, if Escrow Holder needs additional time to remove a Disapproved Exception, no breach by Sellers shall result (but the agreed Closing Date shall be postponed for the length of time required by Escrow Holder after the agreed Closing Date plus 7 additional days). The 2nd day after delivery to Buyer within such five (5) day period of Seller's aforementioned notice as to any whether Sellers have removed, or will or will not remove, a Disapproved Exception is called the "Title Objection shall be deemed an election by Seller Decision Date" in this Agreement. If Sellers do ------------------- not remove or covenant to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objectionssuch Disapproved Exception, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) option to terminate this AgreementAgreement on or before the Title Decision Date or to waive its objection to the Disapproved Exception in question, and proceed to closing of the Escrow, in which case neither party Sellers shall have any further rights or obligations hereunder, other than pursuant no obligation to any provision hereof that expressly survives remove the termination of this AgreementDisapproved from title.

Buyer’s Review of Title. The following matters shall be deemed to be “Permitted Exceptions” and Buyer may advise Seller in writing by shall have no later than the expiration of the Contingency Period what exceptions right to title, if any, listed in the Preliminary Report are not acceptable object to Buyer (collectively, the “Title Objections”). and Seller shall have five no obligation to cure or correct) any such matters: (5i) days after receipt all matters reported or shown in the Title Documents as of the Effective Date, including, without limitation, that certain Deed of Trust, Assignment of Leases and Rents, Fixture Filing and Security Agreement, dated as of March 15, 2005, made by Seller, as trustor, for the benefit of Greenwich Capital Financial Products, Inc., a Delaware corporation, as beneficiary (“Existing Lender”), securing certain outstanding indebtedness (the “Existing Loan”) in the original principal amount of $285,000,000.00; (ii) the rights of tenants (as tenants only) under the Leases; (iii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the Closing Date, subject to adjustment as herein provided; and (iv) local, state and federal laws, ordinances and governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property. On or before the Title Notification Date, Buyer may notify Seller and Escrow Agent in writing (“Buyer’s Objection Letter”) of any objection which Buyer may have to any new matter reported or shown in the Updated Title Objections Report or the Updated Survey that would reasonably be expected to give Buyer notice have a materially adverse effect on the value of the Property, provided that (a) Seller will remove any Title Objections from title (or afford such matter was not disclosed in the Title Company necessary information Documents or certifications in any of the other Diligence Documents prior to permit it to insure over such exceptionsthe Effective Date or is not otherwise a Permitted Exception. If, which insurance shall be approved by Buyer in its reasonable discretion) on or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller not to remove after the Title Objection. If Seller so notifies or is deemed Notification Date, any such new matter (that would reasonably be expected to have notified Buyer that Seller shall not remove any or all a materially adverse effect on the value of the Property) first appears in a supplement or further update of the Updated Title ObjectionsReport (each a “Title Supplement”), Buyer shall have until an additional three (3) Business Days following Buyer’s receipt of such Title Supplement to notify Seller and Escrow Agent in writing (a “Supplemental Objection Letter”) of any objection which Buyer may have to such new matter (and, if required, the later Closing shall be delayed so that (x) Buyer shall have the time provided herein to notify Seller and Escrow Agent of close any objection to such new matter and (y) Seller shall have the time described herein to attempt to remove or insure over such new matter). Notwithstanding anything to the contrary contained herein, in the event that Buyer does not obtain the Updated Title Report or the Updated Survey on or before the Title Notification Date, Buyer shall be deemed to have irrevocably waived its right to object to any and all matters affecting title to the Real Property and/or any of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementTitle Documents.

Buyer’s Review of Title. Buyer may advise Seller in writing by no later than the expiration of the Contingency Period what exceptions to title, if any, listed in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”). Seller shall have until five (5) days after -------------------------- Business Days following its receipt of the Title Documents to notify Seller in writing of any objection which Buyer may have to any matters reported or shown in the Title Documents or any updates thereof ("BUYER'S OBJECTION LETTER") ------------------------ (provided, however, that if any such updates are received by Buyer, Buyer shall have an additional two (2) Business Days following Buyer's receipt of such update and copies of all documents referenced therein to notify Seller of objections to items shown on any such update which were not disclosed on the previously delivered Title Documents). Matters reported in or shown by the Title Documents (or any updates thereof) and not timely objected to by Buyer as provided above shall be deemed to be "PERMITTED EXCEPTIONS." Seller shall have -------------------- no obligation to cure or correct any matter objected to by Buyer. However, on or before the second (2nd) Business Day following Seller's receipt of Buyer’s Title Objections 's Objection Letter, Seller may elect, by delivering written notice of such election to give Buyer notice that and Escrow Agent (a"SELLER'S RESPONSE") Seller will whether to cause Escrow ----------------- Agent to remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptionsany matters objected to in Buyer's Objection Letter. If Seller fails to deliver Seller's Response within the time frame set forth above, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection it shall be deemed to be an election by Seller not to cause Escrow Agent to so remove the Title Objectionor insure over such objections. If Seller elects not to cause Escrow Agent to so notifies remove or insure over such matters, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on or before the earlier to occur of (a) the second (2nd) Business Day following Buyer's receipt of Seller's Response, (b) if no Seller's Response is received by Buyer, the second (2nd) Business Day following the date on which Seller shall have been deemed to have notified Buyer that Seller shall not remove any responded, as provided above or all of (c) the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) Closing Date to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case the Deposit shall be returned to Buyer and neither party shall thereafter have any further rights or obligations hereunder, to the other hereunder other than pursuant to any provision hereof that in this Agreement which expressly survives such termination or (ii) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the termination of event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to proceed to a timely Closing in accordance with the preceding clause (ii). Notwithstanding the foregoing or any other provision contained in this Agreement, Seller shall, at its sole cost and expense, cause any and all financial liens, encumbrances and assessments of any type to be paid in full and removed from title at or prior to the Closing, and such payment and removal shall be specified as a title requirement in the Title Reports. Also, Seller shall be responsible for providing the title company with any affidavits, indemnities and other agreements and items as the title company may require to insure over any mechanics or materialmen's liens arising from Seller's work on the Lots and within the Projects. In the event that any time period provided above has not expired as of the date scheduled for Closing, the Closing shall be extended to the first (1st) Business Day after the expiration of such periods.

Buyer’s Review of Title. Buyer may advise shall have until the end of the Feasibility Period (the “Title Objection Period”) to notify Seller in writing (a “Title Notice”) of any objection which Buyer may have to any updates to the Pro Forma; provided, however, that if any such update to the Pro Forma is received by no later than Buyer after the expiration of the Contingency Period what exceptions Title Objection Period, Buyer shall have an additional two (2) business days, regardless of the Closing Date, following Buyer’s receipt of such update and legible copies of all documents referenced therein to titledeliver a notice (“Title Notice(s)”) of objections to items shown on any such update. Exceptions reported in the Pro Forma not objected to by Buyer as provided above shall be deemed to be “Permitted Exceptions.” Seller shall deliver, no later than two (2) business days after receipt of a Title Notice, written notice to Buyer and Title Company identifying which disapproved items, if any, listed Seller shall undertake to cure (by either having the same removed or by obtaining affirmative insurance over the same in the Preliminary Report are not form reasonably acceptable to Buyer as part of the final Title Policy) (collectively, the “Title ObjectionsSeller’s Response”). If Seller shall have five (5) days after receipt of Buyer’s Title Objections agrees to give Buyer notice that (a) Seller will so remove any Title Objections from title (such objection or afford the Title Company necessary information to obtain such insurance, then such removal or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer a covenant of Seller and a condition to Closing in its reasonable discretion) or (b) favor of Buyer. If Seller elects does not to cause such exceptions to be removed. deliver a Seller’s failure Response prior to provide notice to Buyer within such five (5) day period as to any Title Objection date, Seller shall be deemed an election to have elected to not remove or otherwise cure any exceptions disapproved by Seller not to remove the Title ObjectionBuyer. If Seller so notifies elects, or is deemed to have notified Buyer that Seller shall elected, not to remove any or all of the otherwise cure an exception disapproved in a Title ObjectionsNotice, Buyer shall have until the later of close of the Contingency Period or five two (52) business days after receipt of Seller’s notice (or deemed disapproval) Response to determine whether (i) deliver a written notice to waive such objections Seller and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate Escrow Agent terminating this Agreement, in which case neither party case, all obligations under this Agreement shall have cease (except for any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives survive the termination of this Agreement) and Buyer shall be entitled to the prompt return of the Deposit or (ii) waive any such objection (whereupon such objections shall be deemed Permitted Exceptions for all purposes hereof). If Seller and Escrow Agent have not received such written notice from Buyer within such two (2) business day period, such failure shall be deemed Buyer’s waiver of all such objections.

Buyer’s Review of Title. Buyer may advise shall have until a date that is 10 Business Days following Buyer’s receipt of the PTR (the “Title Review Termination Date”) to notify Seller in writing by no later than the expiration of the Contingency Period what exceptions any objection which Buyer may have to title, if any, listed any matters reported or shown in the Preliminary Report PTR or Survey that are not acceptable to Buyer then Permitted Exceptions under Section 3.2 (collectively, the “Title ObjectionsBuyer’s Objection Letter”). Matters reported in or shown by the PTR or Survey and not timely objected to by Buyer as provided above together with any exceptions that are expressly approved by Buyer, shall be deemed thereafter to be “Permitted Exceptions”. Seller shall have five (5) days after no obligation to cure or correct any matter objected to by Buyer. However, on or before the 5th Business Day following Seller’s receipt of Buyer’s Title Objections Objection Letter, Seller may elect, by delivering written notice of such election to give Buyer notice that (a“Seller’s Response”) Seller will remove any Title Objections from title (or afford the whether to cause Title Company necessary information to remove or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer any matters objected to in its reasonable discretion) or (b) Buyer’s Objection Letter. If Seller elects not fails to cause such exceptions to be removed. deliver Seller’s failure to provide notice to Buyer Response within such five (5) day period as to any Title Objection the time frame set forth above, it shall be deemed to be an election by Seller not to cause Title Company to so remove the Title Objectionor insure over such objections. If Seller so notifies elects (or is deemed to have notified elected) not to cause Title Company to so remove or insure, then Buyer that must elect, by delivering written notice of such election to Seller shall not remove any and Escrow Agent on or all before the earlier to occur of (a) the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after 3rd Business Day following Buyer’s receipt of Seller’s notice Response or (or b) if no Seller’s Response is received by Buyer, the 3rd Business Day following the date on which Seller shall have been deemed disapproval) to determine whether have responded, as provided above, to: (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, Agreement (in which case Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall thereafter have any further rights or obligations to the other hereunder, other than pursuant to any provision hereof that which expressly survives the termination of this Agreement); or (ii) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to proceed to a timely Closing in accordance with the preceding clause (ii). If Seller elects to cause Title Company to remove or insure over any matters objected to in Buyer’s Objection Letter, Seller thereafter fails to do so prior to Closing and such failure continues for a period of thirty (30) days following written notice to Seller and extension of the Closing Date by Seller in its sole discretion for up to thirty (30) days to effectuate a cure, then, so long as Buyer shall not be in default of this Agreement, Buyer may elect on or before the Closing Date, as so extended by Seller for up to thirty (30) days, to either (x) terminate this Agreement (in which case Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall thereafter have any rights or obligations to the other hereunder, other than pursuant to any provision hereof which expressly survives the termination of this Agreement); or (y) proceed to a timely Closing whereupon such uncured but objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to proceed to a timely Closing in accordance with the preceding clause (y).

Buyer’s Review of Title. Buyer may advise Seller agrees to review the preliminary title report promptly within ten (10) Buyer-business days after receipt. In the event that Buyer reasonably objects to an exception contained in writing by no later than the expiration title report, Buyer shall within ten (10) Buyer-business days of receipt of the Contingency Period what title report deliver written notice to Seller specifying any exception to which Buyer reasonably objects. If Buyer fails to deliver such notice within such ten-day (10 day) period, then Buyer shall be deemed to have approved all exceptions to title, if any, listed title contained in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”)title report. Seller shall have five (5) days after receipt until Close of Buyer’s Title Objections Escrow to give Buyer notice that attempt to cure any disapproved title exception but Seller shall have no obligation to expend any sum of money or institute litigation to cure or remove any exception. A disapproved title exception shall be considered to be cured and conclusively be deemed to be an approved title exception if such disapproved title exception (a) Seller will remove any Title Objections from is removed as an exception to the title report (or afford and will/does not appear as an exception to the Title Company necessary information or certifications to permit it to insure over such exceptionsPolicy), which insurance shall be approved by Buyer in its reasonable discretion) or (b) is curable by endorsement or other extended coverage or (c) is otherwise resolved to the satisfaction of Buyer. The following shall not be considered exceptions which cause title to be unmarketable: rights, reservations, covenants, conditions and restrictions presently of record and general to the area; easements and encroachments not materially affecting the value, or unduly restricting Buyer’s reasonable use, of the Property; and reserved oil and/or mining rights. Buyer acknowledges that title to the Property may be subject to the rights of tenants in possession and such leases as are shown on the title report. If Seller elects not to cause such cure any disapproved title exception specified in the notice of disapproval, Buyer may either elect to terminate this Agreement or to waive its objection to the title exception. Any exceptions to be removed. Seller’s failure to provide notice to deemed approved by Buyer, accepted by Buyer within such five (5) day period as to any Title Objection or waived by Buyer shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all be part of the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementExceptions.

Buyer’s Review of Title. On or before the Due Diligence Termination Date, Buyer shall notify Seller and Escrow Agent in writing of any objection which Buyer may advise Seller in writing by no later than the expiration of the Contingency Period what exceptions have to title, if any, listed any matters reported or shown in the Preliminary Report are not acceptable to Title Documents or any updates thereof (provided, however, that Buyer (collectively, the “Title Objections”). Seller shall have an additional five (5) days after Business Days, regardless of the passage of the Due Diligence Termination Date, following Buyer's receipt of Buyer’s any updates and legible copies of all documents referenced therein to notify Seller of objections to items shown on any such updates which were not disclosed on the previously delivered Title Objections Documents). In addition to give Buyer notice that (a) Seller will remove any the Leases, matters reported in or shown by the Title Objections from title Documents (or afford the Title Company necessary information or certifications any updates thereof) and not timely objected to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection provided above shall be deemed an election by Seller not to remove be "PERMITTED EXCEPTIONS." Notwithstanding anything to the Title Objection. If Seller so notifies or is deemed to have notified Buyer that contrary contained herein, Seller shall not be required to discharge and remove any or and all of the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take liens affecting the Property subject which secure an obligation to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunderpay money, other than pursuant installments of real estate taxes and/or special assessments not delinquent as of the Closing (collectively, "LIENS") and, even though Buyer does not expressly disapprove such Liens, such Liens shall not be Permitted Exceptions, except to the extent that Buyer obtains a "Consent to Assumption" in respect of any provision hereof that expressly survives the termination of this Agreement"Loan" (as each such term is defined in Section 7.1 hereof).

Buyer’s Review of Title. Buyer may advise Seller agrees to review the preliminary title report promptly within ten (10) Buyer-business days after receipt. In the event that Buyer reasonably objects to an exception contained in writing by no later than the expiration title report, Buyer shall within ten (10) Buyer- business days of receipt of the Contingency Period what tite report deliver written notice to Seller specifying any exception to which Buyer reasonably objects. If Buyer fails to deliver such notice within such ten-day (10 day) period, then Buyer shall be deemed to have approved all exceptions to title, if any, listed title contained in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”)title report. Seller shall have five (5) days after receipt until Close of Buyer’s Title Objections Escrow to give Buyer notice that attempt to cure any disapproved title exception but Seller shall have no obligation to expend any sum of money or institute litigation to cure or remove any exception. A disapproved title exception shall be considered to be cured and conclusively be deemed to be an approved title exception if such disapproved title exception (a) Seller will remove any Title Objections from is removed as an exception to the title report (or afford and will/does not appear as an exception to the Title Company necessary information or certifications to permit it to insure over such exceptionsPolicy), which insurance shall be approved by Buyer in its reasonable discretion) or (b) is curable by endorsement or other extended coverage or (c) is otherwise resolved to the satisfaction of Buyer. The following shall not be considered exceptions which cause title to be unmarketable: rights, reservations, covenants, conditions and restrictions presently of record and general to the area; easements and encroachments not materially affecting the value, or unduly restricting Buyer’s reasonable use, of the Property; and reserved oil and/or mining rights. Buyer acknowledges that title to the Property may be subject to the rights of tenants in possession and such leases as are shown on the title report. If Seller elects not to cause such cure any disapproved title exception specified in the notice of disapproval, Buyer may either elect to terminate this Agreement or to waive its objection to the title exception. Any exceptions to be removed. Seller’s failure to provide notice to deemed approved by Buyer, accepted by Buyer within such five (5) day period as to any Title Objection or waived by Buyer shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all be part of the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementExceptions.

Buyer’s Review of Title. Buyer shall have until the Due Diligence Termination Date to notify Seller and Escrow Agent in writing ("Buyer's Title Objection Letter") of any objections that Buyer may advise have to any matters reported or shown in the PTRs or any updates thereof (provided, however, that if any such updates are received by Buyer, Buyer shall have an additional ten (10) days, regardless of the passage of the Due Diligence Termination Date, following Buyer's receipt of such update and copies of all new documents referenced therein to notify Seller and Escrow Agent in writing by no later than the expiration of the Contingency Period what exceptions any objections that Buyer may have to title, if any, listed in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”any new items shown on such update). Buyer's Title Objection Letter shall include a description of each specific objection and Buyer's desired cure for each objection. Matters reported in or shown by the PTRs (or any updates thereof) and not objected to by Buyer as provided above shall be deemed to be "Permitted Exceptions." Seller shall have five o cure or correct any matter objected to by Buyer. However, on or before the tenth (510th) days after day following Seller's receipt of Buyer’s 's Title Objections Objection Letter, Seller may elect, by delivering written notice of such election to give Buyer notice that and Escrow Agent (a) Seller will remove any "Seller's Title Objections from title (Letter"), whether or afford not to cause the Title Company necessary information to remove or certifications insure over any matters objected to permit it in Buyer's Title Objection Letter. If Seller timely elects to cause the Title Company to so remove or insure, Seller may also elect in Seller's Title Letter to extend the Closing Date up to sixty (60) days to allow Seller a reasonable period of time to cause the Title Company to remove or insure over such exceptionsobjections. If Seller fails to deliver Seller's Title Letter within the time frames set forth above, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection it shall be deemed to be an election by Seller not to remove cause the Title ObjectionCompany to so remove or insure over such objections. If Seller so notifies or is deemed elects not to have notified Buyer that Seller shall not remove any or all of cause the Title ObjectionsCompany to so remove or insure, then Buyer shall have until must elect, by del ivering written notice of such election to Seller and Escrow Agent on or prior to the later earlier to occur of close of (i) the Contingency Period or five tenth (510th) days after day following Buyer's receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder 's Title Letter or (ii) if no Seller's Title Letter is received by Buyer, the tenth (10th) day following the date on which Seller shall have been deemed to have responded, as provided above, to: (a) terminate this Agreement, Agreement (in which case Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall thereafter have any further rights or obligations to the other hereunder, other than pursuant to any provision hereof that which expressly survives the termination of this Agreement); or (b) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to proce ed to a timely Closing in accordance with the preceding clause (b).

Buyer’s Review of Title. Buyer may advise Seller in writing by no later than the expiration acknowledges receipt of the Contingency Period what Preliminary Reports dated July 21, 2010, Order Nos. 19634581 (i.e., covering the Phase I Property), 19634582 (i.e., covering the Phase II Property) and 19634583 (i.e., covering the Phase III Property) issued by Title Company (collectively the "Reports"), together with the underlying documents relating to the Schedule B exceptions to title, if any, listed set forth in the Preliminary Report are Reports. Buyer hereby approves all exceptions shown on the Reports (collectively the “Permitted Exceptions”), except that Seller shall cause any delinquent property taxes and assessments to be paid current by the Close of Escrow. Should the Title Company hereafter supplement the Reports with any new exception (“Disapproved Matter”) that is not reasonably acceptable to Buyer (collectivelyand that was not caused by Buyer or any of its agents, nor by Seller or any of its agents, and the “Title Objections”). Seller shall have five (5) days after receipt of Company is unwilling to remove the new exception on the Reports from Buyer’s Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptionsPolicy, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that then Seller shall not remove any be in breach of this Agreement on account thereof or all of the Title Objections, otherwise subject to a damage claim by Buyer but Buyer shall have until the later right (which shall be Buyer's sole and exclusive right or remedy for such failure), upon delivery to Seller (on or before the earlier to occur of close one (1) business day prior to the Close of the Contingency Period Escrow or five (5) business days after following Buyer’s receipt of Sellerthe Title Company’s supplemental Reports, of a written notice to either: (or deemed x) waive its prior disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case event said Disapproved Matter shall be deemed a Permitted Exception; or (y) terminate this Agreement and the Escrow created pursuant hereto, in which event Buyer shall be entitled to the return of the Deposit (less escrow and title cancellation fees and charges). Failure to take either one of the actions described in (x) and (y) above shall be deemed to be Buyer's election to take the action described in (y) above. In the event this Agreement is terminated by Buyer pursuant to the provisions of this Paragraph 7(a)(ii), neither party shall have any further rights or obligations hereunderhereunder except for the Surviving Obligations, other than pursuant to which shall survive any provision hereof that expressly survives the termination of this Agreementsuch termination.

Buyer’s Review of Title. Buyer may advise Seller in writing by no later than shall have until the expiration of the Contingency Period what exceptions to title, if any, listed in fifty five (55) day period commencing on the Preliminary Report are not acceptable to Buyer Opening of Escrow (collectively, the “Title ObjectionsReview Period”). Seller ) to notify Sellers in writing of any objection which Buyer may have to any matters reported or shown in the Title Documents or any amendments or updates thereof or the Existing Survey or any new survey Buyer may obtain (a "Buyer's Objection") (provided, however, that if any such amendments or updates are received by Buyer, Buyer shall have an additional five (5) days after following Buyer's written receipt of Buyer’s such amendment or update and copies of all documents referenced therein to notify Sellers of objections to title exceptions shown on any such amendment or update which were not disclosed on the previously delivered Title Objections to give Buyer notice that (a) Seller will remove any Documents). Matters shown in Schedule B, Part 2 of the Title Objections from title Report (or afford the Title Company necessary information any amendments or certifications updates thereof) which are not timely objected to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection provided above shall be deemed an election to be "Permitted Exceptions." Sellers shall cooperate with Buyer in a commercially reasonable manner to eliminate title exceptions objected to by Seller not Buyer, but, except as set forth in the last sentence of this Section 4.2.2, Sellers shall have no obligation to remove the Title Objectioncure or correct any matter objected to by Buyer. If Buyer so objects to any matter affecting title or any survey, and if Seller so notifies and Buyer are unable to agree in writing prior to the Due Diligence Termination Date on whether and how such objected to matters will be cured or is deemed removed, then Buyer may, prior to have notified Buyer that Seller shall not remove any or all of the Title ObjectionsDue Diligence Termination Date, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) accept the previously objected to waive matters (in which event such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered matters will constitute “Permitted Exceptions hereunder Exceptions” hereunder); or (ii) terminate this Agreement prior to terminate the Due Diligence Termination Date, in which event, subject only to Delivery of Buyer Reports, Escrow Agent will return the Deposit to Buyer not later than the second Business Day following such termination. After the date hereof, Seller will not alter the condition of title to the Property except to remove any defects in title. Notwithstanding anything else stated herein, in all events, regardless of whether Buyer has given notice of objection as stated above, Sellers shall be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence at the time of execution of this Agreement or incurred by Sellers on or before Closing hereunder (other than current taxes and assessments not yet due and payable which will be subject to proration pursuant to Section 8.6) and Sellers shall, except as may be otherwise set forth in this Agreement, in terminate all leases, possessory agreements, licenses and operating agreements which case neither party shall have any further rights or obligations hereunderaffect the Property and cause the parties-in-possession title exception shown on the Title Report, other than pursuant if any, to be deleted and Buyer need not object to any provision hereof that expressly survives the termination of this Agreementsuch matters.

Buyer’s Review of Title. (a) Buyer may advise will cause the Title Company to deliver to Buyer and Seller as soon as practicable following the Opening of Escrow a preliminary title report with respect to the Property (the “Report”), together with legible copies of all documents referred to in writing by no later than Schedule B of the Report (the “Underlying Documents”). Buyer shall have until the date which is five (5) business days prior to the expiration of the Contingency Period what exceptions Period, to title, if any, listed give Seller and Escrow Holder written notice (“Buyer’s Title Notice”) of Buyer’s disapproval or conditional approval of any matters shown in the Preliminary Report are not acceptable to Buyer and the Underlying Documents (collectively, the “Title ObjectionsDocuments”). The failure of Buyer to give Buyer’s Title Notice on or before the date which is five (5) business days prior to the end of the Contingency Period shall be deemed to constitute Buyer’s approval of the title exceptions set forth in the Report. Seller shall have five no obligation to pay any consideration or incur any liability in order to evaluate or ameliorate any disapproved title matters. Notwithstanding the foregoing, Seller shall be unconditionally obligated to cure or remove the following title exceptions, whether disclosed in the Report, or first arising or first disclosed by the Title Company (5or otherwise) days to Buyer after receipt the date of Buyer’s Title Objections to give Buyer notice that the Report: (a) liens securing a mortgage, deed of trust or trust deed evidencing an indebtedness of Seller will remove or indebtedness of any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer predecessor in its reasonable discretion) or interest of Seller; (b) judgment liens against Seller; (c) tax liens with respect to Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five or the Property; and (5d) day period as to any Title Objection shall be deemed an election by mechanics liens that are based upon a written agreement between Seller not to remove and the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of lien claimant (collectively the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement“Liquidated Defects”).

Buyer’s Review of Title. Buyer may advise Seller agrees to review the Title Commitment promptly within ten (10) Business days after receipt. In the event that Buyer reasonably objects to an exception contained in writing by no later than the expiration Title Commitment, Buyer shall within ten (10) Business days of receipt of the Contingency Period what exceptions Title Commitment deliver written notice to title, if any, listed in the Preliminary Report are not acceptable Seller specifying any exception to which Buyer reasonably objects (collectively, the “Buyer’s Title ObjectionsNotice”). Seller shall have five (5) days after receipt of If Buyer fails to deliver such Buyer’s Title Objections Notice within such ten-day (10 day) period, does not object to give Buyer notice that (a) Seller will remove any Title Objections from title (an exception, or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. proceeds with Closing despite Seller’s failure to provide notice remove or cure any exceptions to title to which Buyer within such five (5) day period as to any Title Objection objected, then Buyer shall be deemed an election by Seller not to remove have approved all exceptions to title contained in the Title ObjectionCommitment and to have waived all rights to object to said title exceptions or defects. If within 10 days after receiving Buyer’s Title Notice, Seller elects in writing to cure any disapproved title exception set forth in Buyer’s Title Notice, Seller shall have until Close of Escrow to attempt to cure any disapproved title exception but Seller shall have no obligation to cure any title exception. A disapproved title exception, with respect to (a), (b) and (c) below in this paragraph 7.2, shall be considered to be cured and, with respect to (b) and (c) below only, shall conclusively be deemed to be an approved title exception, if such disapproved title exception: (a) is removed as an exception to the Title Commitment (and will/does not appear as an exception to the Title Policy), (b) is curable by endorsement or other extended coverage, or (c) is otherwise resolved to the reasonable satisfaction of Buyer. The following shall not be considered exceptions which cause title to be unmarketable: rights, reservations, covenants, conditions and restrictions presently of record and general to the area, including but not limited to the Covenant and Environmental Restriction on Property Use to be signed by the Santa Xxxxxxx County Public Health Department (“SBCPHD”); easements and encroachments not materially affecting the value, or unduly restricting Buyer’s reasonable use, of the Property; environmental conditions of the Property disclosed in the Phase I and II Site Assessment reports; and reserved oil and/or mining rights. Buyer acknowledges that title to the Property may be subject to the rights of tenants in possession and such leases or easements as are shown on the Title Commitment. If Seller so notifies does not elect to cure a disapproved title exception specified in the Buyer’s Title Notice or if Seller is deemed unable to have notified Buyer that eliminate or cure any title objections Seller shall not remove any or all elected to cure by Close of the Title ObjectionsEscrow, Buyer shall have until may up to the later Close of close of the Contingency Period Escrow or five (5) Business days after receipt from the date Seller fails to give notice of Seller’s notice (or deemed disapproval) its election to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Pricecure, and in such eventwhichever occurs first, such objections shall be considered Permitted Exceptions hereunder or (ii) either elect to terminate this AgreementAgreement or to waive its objection to the title exception. If Buyer does not elect to terminate this Agreement within such five-day period, Buyer shall be deemed to have waived its objection to the title exception. Any exceptions deemed approved by Buyer, accepted by Buyer or waived by Buyer shall be deemed to be part of the Permitted Exceptions. If Buyer terminates this Agreement as provided in which case neither party this subparagraph 7.2, then Buyer shall have be entitled to cancel Escrow and to obtain return of the Deposit, without interest thereon, and any cancellation costs incurred by Escrow Holder and Buyer shall be borne solely by Buyer, and this Agreement shall be without any force and effect, and without further rights or obligations hereunder, other than pursuant to any provision hereof that obligation of either Party hereunder except as expressly survives the termination of this Agreementstated herein.

Buyer’s Review of Title. Buyer may advise Seller Sellers in writing by no later than the expiration of the Contingency Period what exceptions to title, if any, listed in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”). Seller Sellers shall have five (5) days after receipt of Buyer’s Title Objections to give Buyer notice that (a) Seller Sellers will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects Sellers elect not to cause such exceptions to be removed. Seller’s Sellers’ failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller Sellers not to remove the Title Objection. If Seller Sellers so notifies notify or is are deemed to have notified Buyer that Seller Sellers shall not remove any or all of the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s Sellers’ notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreement.

Buyer’s Review of Title. Buyer may advise shall have until the Due Diligence Deadline to notify Seller in writing of any objection that Buyer may have to any matters reported or shown in any survey or the Title Documents or any amendments or updates thereof ("Buyer's Title Objection Letter") (provided, however, that if any such amendments or updates are received by no later than Buyer after or within five (5) business days before the expiration of the Contingency Period what exceptions to titleDue Diligence Deadline, if any, listed in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”). Seller shall have five (5) business days after following Buyer’s receipt of such amendment or update and copies of all documents referenced in the Title Documents to notify Seller of objections to matters shown on any such amendment or update that were not disclosed on the previously delivered survey or Title Documents and the Closing Date shall automatically be extended as necessary to facilitate such notice period and any subsequent periods for Seller's response and Buyer's election as provided in subsections (i) and (ii), below). Matters shown as exceptions to coverage in the Title Report (or any amendments or updates thereof) that are not timely objected to by Buyer as provided above shall constitute "Permitted Exceptions". Seller shall cooperate, at no cost to Seller, with Buyer to eliminate matters objected to by Buyer, but, except as set forth in the last sentence of this Section 3.3.2, Seller shall have no obligation to cure or correct any matter objected to by Buyer. On or before the fifth (5th) business day following Seller’s receipt of Buyer’s Title Objections Objection Letter, Seller may elect, by delivering written notice of such election to give Buyer notice that and Escrow Holder (a) Seller will "Seller's Response"), to cause Title Insurer to remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer any matters objected to in its reasonable discretion) or (b) Buyer’s Title Objection Letter. If Seller elects not fails to cause such exceptions to be removed. deliver Seller’s failure to provide notice to Buyer Response within such five (5) day the period as to any Title Objection set forth above, it shall be deemed an election by Seller not to cause Title Insurer to so remove the Title Objectionor insure over such objections. If Seller so notifies elects or is deemed to have notified elected not to cause Title Insurer to so remove or insure, or if Buyer determines, in its sole discretion, that any proposed endorsement for or insurance over an objected matter is unsatisfactory, then Buyer must elect, by delivering written notice of such election to Seller shall not remove any and Escrow Holder on or all before the earlier to occur of (a) the Title Objections, Buyer shall have until the later of close of the Contingency Period or five fifth (55th) days after business day following Buyer’s receipt of Seller’s notice Response or (or b) if no Seller’s Response is received by Buyer, the fifth (5th) business day following the date on which Seller shall have been deemed disapproval) to determine whether have responded, as provided above, to: (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Priceterminate this Agreement, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) proceed with this transaction, in which event those objected to exceptions or matters that Seller has not elected to cause Title Insurer to so remove or insure shall be deemed to be Permitted Exceptions. If Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to terminate this Agreement in accordance with the preceding clause (i). Notwithstanding anything else stated in this Agreement, in which case neither party all events, regardless of whether Buyer has given notice of objection as stated above, Seller shall have any further rights be obligated to satisfy and otherwise remove all monetary and financial liens and encumbrances in existence as of the date of this Agreement or obligations hereunder, incurred by Seller on or before the Closing Date (other than pursuant to current taxes not yet due) and any additional encumbrances incurred by Seller after the date of this Agreement in violation of any provision hereof that expressly survives the termination of this Agreement., and, except as may be otherwise specifically set forth in this Agreement, terminate all leases, possessory agreements, licenses, and operating agreements that affect the Property and Buyer need not object to any such matters. Seller agrees not to cause or create any additional encumbrances or other matters affecting title to the Property to be incurred after the date of this Agreement that are not satisfied or otherwise removed on or before the Closing Date as contemplated above.‌

Buyer’s Review of Title. Buyer may advise Seller in writing by no later than the expiration of the Contingency Period what exceptions to title, if any, listed in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”). Seller shall have five (5) days after receipt of Buyer’s Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objections, Buyer shall have until the later Due Diligence Termination Date to notify Seller in writing of close of any objection which Buyer may have to any exception reported in the Contingency Period PTR or matter shown on the Survey or the UCC Search (or any updates thereof; provided, however, that if any such updates are received by Buyer, Buyer shall have an additional five (5) days after Business Days, regardless of the Due Diligence Termination Date, following Buyer's receipt of Seller’s notice such update and legible copies of all documents referenced therein to notify Seller of objections to items shown on any such update). Exceptions reported in the PTR and matters shown on the Survey or the UCC Search (or any updates thereof) not objected to by Buyer as provided above shall be deemed disapproval) to determine whether (i) be "Permitted Exceptions." As a condition to waive such objections and proceed with the purchase and Closing, Seller shall take all action necessary to remove from title to the Property subject any exceptions and matters so objected to by Buyer, or in the alternative, Seller shall obtain for Buyer title insurance insuring over such exceptions with no reduction of the Purchase Price, and in such eventor matters, such objections shall insurance to be considered Permitted Exceptions hereunder in form and substance satisfactory to Buyer. If, prior to the Closing, Seller is unable to remove or (ii) satisfactorily insure over any exceptions or matters objected to by Buyer and Buyer is unwilling to take title subject thereto, then, in addition to any and all other rights and remedies which Buyer may have hereunder, Buyer may terminate this Agreement, Agreement (in which case Escrow Agent shall return the Deposit to Buyer, the parties shall equally share the cancellation charges of Escrow Agent and Title Company, and neither party shall thereafter have any further rights or obligations to the other hereunder); provided, however, that if such objected to exceptions or matters are not removed by the Closing Date, Buyer may elect, upon written notice on or prior to such date, to (a) extend the Closing Date to allow Seller a reasonable period of time to remove such objected to exceptions or matters or (b) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed Permitted Exceptions. Seller shall in any event be required to discharge and remove any and all liens and encumbrances affecting the Property which secure an obligation to pay money (other than pursuant to any provision hereof that installments of real estate taxes and assessments not delinquent as of the Closing) and, even though Buyer does not expressly survives the termination of this Agreementdisapprove such liens, such liens and encumbrances shall not be Permitted Exceptions.

Buyer’s Review of Title. Buyer may advise Seller agrees to review the preliminary title report promptly within ten (10) Buyer-business days after receipt. In the event that Buyer reasonably objects to an exception contained in writing by no later than the expiration title report, Buyer shall within ten (10) Buyer- business days of receipt of the Contingency Period what title report deliver written notice to Seller specifying any exception to which Buyer reasonably objects. If Buyer fails to deliver such notice within such ten-day (10 day) period, then Buyer shall be deemed to have approved all exceptions to title, if any, listed title contained in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”)title report. Seller shall have five (5) days after receipt until Close of Buyer’s Title Objections Escrow to give Buyer notice that attempt to cure any disapproved title exception but Seller shall have no obligation to expend any sum of money or institute litigation to cure or remove any exception. A disapproved title exception shall be considered to be cured and conclusively be deemed to be an approved title exception if such disapproved title exception (a) Seller will remove any Title Objections from is removed as an exception to the title report (or afford and will/does not appear as an exception to the Title Company necessary information or certifications to permit it to insure over such exceptionsPolicy), which insurance shall be approved by Buyer in its reasonable discretion) or (b) is curable by endorsement or other extended coverage or (c) is otherwise resolved to the satisfaction of Buyer. The following shall not be considered exceptions which cause title to be unmarketable: rights, reservations, covenants, conditions and restrictions presently of record and general to the area; easements and encroachments not materially affecting the value, or unduly restricting Buyer’s reasonable use, of the Property; and reserved oil and/or mining rights. Buyer acknowledges that title to the Property may be subject to the rights of tenants in possession and such leases as are shown on the title report. If Seller elects not to cause such cure any disapproved title exception specified in the notice of disapproval, Buyer may either elect to terminate this Agreement or to waive its objection to the title exception. Any exceptions to be removed. Seller’s failure to provide notice to deemed approved by Buyer, accepted by Buyer within such five (5) day period as to any Title Objection or waived by Buyer shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all be part of the Title Objections, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementExceptions.

Buyer’s Review of Title. As soon as possible after receipt of the Preliminary Title Report Buyer may advise shall confer with the Title Company and attempt to resolve title matters which Buyer might otherwise disapprove. Within ten (10) days after the delivery of the Preliminary Title Report Buyer shall notify Seller in writing by no later than the expiration of the Contingency Period what any title exceptions to title, if any, listed identified in the Preliminary Title Report are which Buyer disapproves. Any exception not acceptable to disapproved in writing within said ten (10) day period shall be deemed approved by Buyer, and shall constitute a “Permitted Exception” hereunder. Buyer and Seller agree that (collectivelyi) all nondelinquent property taxes and assessments, (ii) the rights of the tenants under the Leases, (iii) if Buyer assumes the Existing Loan, the existing first lien in favor of Continental Xxxxxxx Capital Corporation granted in connection with the Existing Loan, and (iv) all matters created by or on behalf of Buyer, including, without limitation, any documents or instruments to be recorded as part of any additional financing for the acquisition of the Property by Buyer, shall constitute “Permitted Exceptions.” Buyer shall have a similar right of approval with respect to any supplement to the Preliminary Title Objections”Report. No less than three (3) business days before the end of the Review Period (defined below). , or following receipt of any supplement to the Preliminary Title Report, if later, Seller shall have five (5) days after receipt notify Buyer in writing of Buyer’s Title Objections any disapproved title exceptions which Seller is unable or unwilling to give Buyer notice that (a) Seller will remove any Title Objections from title (cause to be removed or afford the Title Company necessary information insured against prior to or certifications at Closing and, with respect to permit it to insure over such exceptions, which insurance Buyer then shall be approved elect, by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide giving written notice to Buyer Seller and Escrow Company within such five two (52) day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objectionsbusiness days thereafter, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (iix) to terminate this Agreement, or (y) to waive its disapproval of such exceptions, in which case neither party such exceptions shall have then be deemed to be Permitted Exceptions. Buyer’s failure to give such notice shall be deemed an election to waive the disapproval of any further rights such exception. If Buyer elects to terminate this Agreement in accordance with clause (x) above, the Deposit, plus all interest accrued thereon, shall be immediately refunded to Buyer; provided, however, that Buyer and Seller each shall be responsible for one-half of any title or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this Agreementescrow cancellation fees (“Cancellation Fees”).

Buyer’s Review of Title. Buyer may advise shall have a period of ten (10) ----------------------- days following Buyer's receipt of the Title Commitment, Underlying Documents and Survey to notify Seller in writing by no later than the expiration of the Contingency Period what exceptions any objection which Buyer may have to title, if any, listed any matters reported or shown in the Preliminary Report Title Documents or any updates thereof ("Buyer's Objection Letter") ------------------------ (provided, however, that if any such updates are not acceptable to received by Buyer, Buyer (collectively, the “Title Objections”). Seller shall have an additional five (5) days after Business Days following Buyer's receipt of such update and copies of all documents referenced therein to notify Seller of objections to items shown on any such update which were not disclosed on the previously delivered Title Documents). In addition to the Leases, matters reported in or shown by the Title Documents (or any updates thereof) and not timely objected to by Buyer as provided above shall be deemed to be "Permitted Exceptions." Seller shall have -------------------- no obligation to cure or correct any matter objected to by Buyer other than deed of trust liens and liens securing the payment of money having an outstanding amount of Fifty Thousand and No/100 Dollars ($50,000.00) or less (other than inchoate liens for taxes not yet due and payable). However, on or before the fifth (5th) Business Day following Seller's receipt of Buyer’s Title Objections 's Objection Letter, Seller may elect, by delivering written notice of such election to give Buyer notice that and Escrow Agent (a"Seller's Response") Seller will remove any Title Objections from title (or afford the whether to cause Title Company necessary information to ----------------- remove or certifications to permit it to insure over such exceptionsany matters objected to in Buyer's Objection Letter. If Seller fails to deliver Seller's Response within the time frame set forth above, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection it shall be deemed to be an election by Seller not to cause Title Company to so remove the Title Objectionor insure over such objections. If Seller elects not to cause Title Company to so notifies remove or insure, then Buyer must elect, by delivering written notice of such election to Seller and Escrow Agent on or before the earlier to occur of (a) the fifth (5th) Business Day following Buyer's receipt of Seller's Response or (b) if no Seller's Response is received by Buyer, the fifth (5th) Business Day following the date on which Seller shall have been deemed to have notified Buyer that Seller shall not remove any or all of the Title Objectionsresponded, Buyer shall have until the later of close of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether as provided above, to: (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, Agreement (in which case Escrow Agent shall return the Deposit to Buyer) and Seller shall pay the cancellation charges of Escrow Agent and Title Company, if any, and neither party shall thereafter have any further rights or obligations to the other hereunder, other than pursuant to any provision hereof that which expressly survives the termination of this Agreement); or (ii) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions. In the event that Buyer fails to make such election on a timely basis, then Buyer shall be deemed to have elected to proceed to a timely Closing in accordance with the preceding clause (ii).

Buyer’s Review of Title. Buyer shall have until the sixth (6th) day prior to the Due Diligence Termination Date to notify Sellers in writing of any objection which Buyer may advise Seller have to any matters reported or shown in writing by no later than the expiration Title Documents or any updates thereof; provided, however, that with respect to each of the Contingency Period what exceptions to title, if any, listed in the Preliminary Report are not acceptable to Buyer (collectively, the “Title Objections”). Seller shall have five (5) days after receipt of Buyer’s Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions, which insurance shall be approved by Buyer in its reasonable discretion) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title ObjectionsSurveys, Buyer shall have until the later of close to occur of the Contingency Period Due Diligence Termination Date and the fifth (5th) Business Day after Buyer's receipt of such Survey (regardless of the passage of the Due Diligence Termination Date or the sixth (6th) day prior thereto) to notify Sellers in writing of any objection which Buyer may have to any matters reported or shown on such Survey; and provided further, however, that if any update to any of the Title Documents is received by Buyer, Buyer shall have an additional five (5) days after Business Days, regardless of the passage of the Due Diligence Termination Date or the sixth (6th) day prior thereto, following Buyer's receipt of Seller’s notice such update and legible copies of any and all new documents referenced therein to notify Sellers of objections to any items shown on such update which were not disclosed on, and did not exist as of the date of, the previously delivered Title Documents. In addition to the "Leases" (as hereinafter defined), matters of record or otherwise reported in or shown by the Title Documents (or any updates thereof) and not timely objected to by Buyer as provided above shall be deemed disapprovalto be "Permitted Exceptions." Except as provided below regarding liens voluntarily placed on any Property by any Seller which secure the payment of money, Sellers may elect (but shall have no obligation whatsoever) to determine whether (i) cure any such matters objected to waive by Buyer prior to the Closing Date. Sellers may cure such objections matters by obtaining for Buyer title insurance from the Title Company insuring over such matters, in form and proceed with substance reasonably satisfactory to Buyer. If Sellers receive Buyer's objection notice as provided in this Section 4.2.2, then on or before the purchase and take the Property subject to such exceptions with no reduction later of the Purchase Pricesecond (2nd) Business Day prior to the Due Diligence Termination Date and the second (2nd) Business Day after Sellers' receipt of Buyer's objection notice, and in Sellers shall notify Buyer whether Sellers intend to attempt to effectuate such eventcure. If Sellers fail to notify Buyer that they intend to attempt to effectuate such cure, or, having timely notified Buyer that they intend to attempt to effectuate such objections shall be considered Permitted Exceptions hereunder or cure, Sellers fail to cure the objected to matter prior to the Closing Date to Buyer's reasonable satisfaction (iibut without any obligation whatsoever to effect such cure), then Buyer may: (a) to terminate this Agreement, Agreement (in which case Escrow Agent shall return the Deposit to Buyer, and neither party shall thereafter have any further rights or obligations to the others hereunder, other than pursuant to any provision hereof that which expressly survives the termination of this Agreement); or (b) proceed to a timely Closing whereupon such objected to exceptions or matters shall be deemed to be Permitted Exceptions. Notwithstanding anything to the contrary contained herein, Sellers shall discharge and remove any and all voluntary liens affecting any of the Properties which secure an obligation to pay money (other than installments of real estate taxes not delinquent as of the Closing) (collectively, the "Liens") and, even though Buyer does not expressly disapprove such Liens, such Liens shall not be Permitted Exceptions.

Buyer’s Review of Title. The following matters shall be deemed to be “Permitted Exceptions” and Buyer may advise Seller in writing by shall have no later than the expiration of the Contingency Period what exceptions right to title, if any, listed in the Preliminary Report are not acceptable object to Buyer (collectively, the “Title Objections”). and Seller shall have five no obligation to cure or correct) any such matters: (5i) days after receipt all matters reported or shown in the Title Documents as of the Effective Date, including, without limitation, that certain Deed of Trust and Security Agreement, dated as of April 6, 2005, made by Seller, as trustor, for the benefit of Column Financial, Inc., a Delaware corporation, as beneficiary (“Existing Lender”), securing certain outstanding indebtedness (the “Existing Loan”) in the original principal amount of $133,000,000.00; (ii) the rights of tenants (as tenants only) under the Leases; (iii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the Closing Date, subject to adjustment as herein provided; and (iv) local, state and federal laws, ordinances and governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property. On or before the Title Notification Date, Buyer may notify Seller and Escrow Agent in writing (“Buyer’s Objection Letter”) of any objection which Buyer may have to any new matter reported or shown in the Updated Title Objections Report or the Updated Survey that would reasonably be expected to give Buyer notice have a materially adverse effect on the value of the Property, provided that (a) Seller will remove any Title Objections from title (or afford such matter was not disclosed in the Title Company necessary information Documents or certifications in any of the other Diligence Documents prior to permit it to insure over such exceptionsthe Effective Date or is not otherwise a Permitted Exception. If, which insurance shall be approved by Buyer in its reasonable discretion) on or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) day period as to any Title Objection shall be deemed an election by Seller not to remove after the Title Objection. If Seller so notifies or is deemed Notification Date, any such new matter (that would reasonably be expected to have notified Buyer that Seller shall not remove any or all a materially adverse effect on the value of the Property) first appears in a supplement or further update of the Updated Title ObjectionsReport (each a “Title Supplement”), Buyer shall have until an additional three (3) Business Days following Buyer’s receipt of such Title Supplement to notify Seller and Escrow Agent in writing (a “Supplemental Objection Letter”) of any objection which Buyer may have to such new matter (and, if required, the later Closing shall be delayed so that (x) Buyer shall have the time provided herein to notify Seller and Escrow Agent of close any objection to such new matter and (y) Seller shall have the time described herein to attempt to remove or insure over such new matter). Notwithstanding anything to the contrary contained herein, in the event that Buyer does not obtain the Updated Title Report or the Updated Survey on or before the Title Notification Date, Buyer shall be deemed to have irrevocably waived its right to object to any and all matters affecting title to the Real Property and/or any of the Contingency Period or five (5) days after receipt of Seller’s notice (or deemed disapproval) to determine whether (i) to waive such objections and proceed with the purchase and take the Property subject to such exceptions with no reduction of the Purchase Price, and in such event, such objections shall be considered Permitted Exceptions hereunder or (ii) to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder, other than pursuant to any provision hereof that expressly survives the termination of this AgreementTitle Documents.