Common use of Certain Exceptions to Title; Inability to Convey Clause in Contracts

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable to such Real Property. Notwithstanding anything in this Agreement to the contrary, Sellers shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers shall be deemed to have satisfied the provisions of this subsection 8.3(a) and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at Closing.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real the Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real the Property, subject only to the Permitted Exceptions. Notwithstanding any provision to the contrary contained in this Agreement or any of the Closing Documents, any or all of the Permitted Exceptions applicable may be omitted by Seller in the Deed without giving rise to such Real Propertyany liability of Seller, irrespective of any covenant or warranty of Seller that may be contained or implied in the Deed (and the provisions of this sentence shall survive the Closing and shall not be merged therein). Notwithstanding anything in this Agreement to the contrary, Sellers Seller shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, discharge of (i) any Voluntary Encumbrance created by Sellers Seller on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through SellersSeller, including without limitation the Existing Loan Financing Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers Seller shall not be obligated to spend more than $100,000 in the aggregate with respect to all any Monetary Encumbrances relating to each individual AssetEncumbrances; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary EncumbrancesLiens; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers Seller or others at or prior to the Closing or if Sellers escrow Seller escrows sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers Seller shall be deemed to have satisfied the provisions of this subsection 8.3(a) and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers Seller shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at Closing.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest If Buyer fails to timely deliver a Title Defect Notice in its applicable Real Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable to such Real Property. Notwithstanding anything in this Agreement to the contrary, Sellers shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumptionaccordance with Section 9.2, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers shall be deemed to have satisfied waived such Title Defect and such Title Defect shall be deemed to be a Permitted Exception (provided in no event shall Buyer be required to provide a Title Defect Notice for any Seller Liens, which Seller is obligated to discharge at or prior to Closing and which shall not be deemed to be a Permitted Exception). Seller shall, within two (2) Business Days after receipt of any Title Defect Notice (and in any event prior to Closing), deliver a response to the provisions Buyer specifying all Title Defects which Seller shall attempt to cure or discharge or elect not to cure or discharge (“Title Response Notice”). Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense any Title Defects which are not Permitted Exceptions as set forth in a Title Defect Notice (other than Seller Liens which Seller shall be obligated to discharge), and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) for the purpose of such removal or cure, which removal or cure will be deemed effected by discharging of record the same such that it is not binding upon Buyer or the Assets. If Seller fails to cure, elects not to cure (or otherwise remove) any Title Defect set forth in a Title Defect Notice (other than Seller Liens which Seller shall be obligated to discharge) and otherwise is unable to convey fee title to the Property to Buyer at Closing subject only to Permitted Exceptions, Buyer may elect, as its sole and exclusive remedy therefore, to either (x) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event, the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this subsection 8.3(aAgreement, or (y) waive such Title Defects, in which event such Title Defects shall be deemed 26880107.1 additional “Permitted Exceptions” and caused the release Closing shall occur as herein provided without any reduction of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers shall have the right to apply or cause Escrow Agent to apply all or any portion of credit against the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at ClosingBalance.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real In the event the relevant Seller is unable to convey title to any Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable Exceptions, and the Buyer has not, prior to the Closing Date, given notice to the Sellers that the Buyer is willing to waive objection to each title exception which is not a Permitted Exception, the Buyer may elect, as its sole and exclusive remedy therefore, to either (x) terminate this Agreement by giving written notice to the Sellers and Escrow Agent, in which event the Xxxxxxx Money shall be returned to the Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (y) waive such Real Propertytitle objections, in which event such title objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. The Sellers may elect (but shall not be obligated, except as otherwise provided in this Agreement) to remove or cause to be removed, or insured over, at its expense any title matters which are not Permitted Exceptions, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title matter in a manner reasonably acceptable to the Buyer. Notwithstanding anything in this Agreement to the contrary, the Sellers shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) the lien of any mortgage or deed of trust or any other related documents (including, without limitation, assignments of leases and rents, UCC fixture filings) which secures the Existing Financing (the “Existing Financing Liens”) and the lien of any other mortgage or deed of trust which is placed by the Sellers upon any Property after the Effective Date, (ii) any Voluntary Encumbrance created by Sellers a Seller on or after the Effective Date other than those covered in the immediately preceding clause (i) (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) in addition to those items covered in clauses (i) and (ii), but subject to the limitations set forth in subsection 8.3(d), any lien other than encumbering any Property after the Financing Liens that encumbers the Real Property Effective Date that is not a Permitted Exception and that may be removed by the payment of a sum of money (each such lien described other than those covered in this clause clauses (iiii) being referred to as and (ii), a “Post-Effective Date Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Post-Effective Date Monetary Encumbrance is bonded over by the Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title CompanyCompany in a manner reasonably acceptable to the Buyer) then the Sellers shall be deemed to have satisfied the provisions of this subsection 8.3(a) sentence and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Post-Effective Date Monetary Encumbrance. The parties acknowledge and agree that the Sellers shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price Cash Consideration to cause the release of any Existing Financing Liens, Post-Effective Date Voluntary Encumbrance or Post-Effective Date Monetary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at Closing.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only If any revision or update to the Permitted Exceptions applicable to such Real Property. Notwithstanding anything in this Agreement to the contrary, Sellers shall be obligated at Title Commitment or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers on or Survey after the Effective Date discloses exceptions to title that (each, a “Post-Effective Date Voluntary Encumbrance”x) other than the Cable Contract Encumbrances, if anyare not acceptable by Buyer, (iiy) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall are not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iiiz) would have a Material Adverse Effect or Transaction Material Adverse Effect (such event, a “Title Defect”), then Buyer shall have the right to raise such Title Defect with Seller by delivering written notice describing such Title Defect (each a “Title Defect Notice”) no later than five (5) Business Days from the date Buyer obtains knowledge of such Title Defect (and in any lien other event, no later than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”Closing). Notwithstanding the foregoingIf Buyer fails to timely deliver a Title Defect Notice, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers Buyer shall be deemed to have satisfied waived such Title Defect and such Title Defect shall be deemed to be a Permitted Exception. Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over (at the provisions reasonable consent of Buyer) at its expense any Title Defect set forth in a Title Defect Notice, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal or cure, which removal or cure will be deemed effected by the issuance of title insurance eliminating or insuring against (with the reasonable consent of Buyer) the effect of such title matter. If Seller fails to cure or elects not to cure (or otherwise remove or have insured over by a national title insurance company) any Title Defect set forth in a Title Defect Notice and the fee title or leasehold interest, as applicable, to the Property at Closing is not otherwise subject only to Permitted Exceptions, Buyer may elect, as its sole and exclusive remedy therefore, either to (x) terminate this Agreement by giving written notice to Seller and Escrow Agent and, subject to Section 15.5, the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this subsection 8.3(a) and caused the release of such Post-Effective Date Voluntary EncumbranceAgreement, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at Closing.or

Certain Exceptions to Title; Inability to Convey. (ad) Each Seller’s In the event Seller is unable to convey its interest in its applicable Real the Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable Exceptions, and Buyer has not, within five (5) Business Days from the receipt of any update to the Title Commitment, given notice to Seller that Buyer is willing to waive objection to each title exception which is not a Permitted Exception, Buyer may elect, as its sole and exclusive remedy therefore, to either (i) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder, except for those obligations which expressly survive the termination of this Agreement, or (ii) waive such Real Propertytitle objections, in which event such title objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Seller may elect (but, subject to this Section 8.3(a), shall not be obligated) to remove or cause to be removed, at its expense, any title matters which are not Permitted Exceptions, and shall be entitled to a reasonable adjournment of the Closing (not to exceed ninety (90) days in the aggregate with all other adjournment rights of Seller permitted under this Agreement) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title matter. Notwithstanding anything in this Agreement to the contrary, Sellers Seller shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, discharge of (ix) any Voluntary Encumbrance created created, consented to or affirmatively permitted by Sellers Seller on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any), (iiy) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens terms of Section 8.6, the applicable Existing Loan ExceptionsMortgage and, and (iiiz) any lien or other than title exception encumbering the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each such lien or other title exception described in this clause (iii) being referred to as z), a “Monetary Encumbrance”). Notwithstanding the foregoing; provided, Sellers that Seller shall not be obligated to spend more than Five Hundred Thousand Dollars ($100,000 500,000) in the aggregate with respect to all any Monetary Encumbrances relating (the items described in clauses (x) through (z) of this Section 8.3 are collectively referred to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if herein as “Required Removal Items”). If a Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Monetary Encumbrance is bonded over by Sellers by, or on behalf of, Seller or others at or prior to the Closing Closing, or if Sellers escrow Seller escrows sufficient funds with the Title Company such that in each the Title Company omits the applicable Post-Effective Date Voluntary Encumbrance or Monetary Encumbrance (as the case it is omitted may be) from the Title Policy (or is otherwise insured over by the Title Company) Policy, then Sellers Seller shall be deemed to have satisfied the provisions of this subsection 8.3(a) and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Monetary EncumbranceEncumbrance (as the case may be). The parties acknowledge and agree that Sellers Seller shall have the right to apply apply, or cause Escrow Agent to apply apply, all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary EncumbranceRequired Removal Items. If Seller fails to remove, Financing Lien or cause to be removed, any Monetary Encumbrance when escrow is broken Required Removal Item, then Buyer shall have the right to terminate this Agreement by giving written notice to Seller and Escrow Agent in which event the Xxxxxxx Money shall be returned to Buyer and Seller shall reimburse Buyer for the costs theretofore reasonably incurred by Buyer (including, without limitation, financing costs, and the cost of performing title examinations and survey) in connection with this Agreement within ten (10) business days after the date that Buyer submits to Seller a reasonably detailed invoice therefor (provided that such liability shall not exceed One Hundred Eighty Thousand Dollars ($180,000.00) in the aggregate) at Closingwhich time this Agreement shall be terminated and of no further force and effect except for the provisions which explicitly survive such termination.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest If Buyer fails to timely deliver a Title Defect Notice in its applicable Real Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable to such Real Property. Notwithstanding anything in this Agreement to the contrary, Sellers shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumptionaccordance with Section 9.2, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers shall be deemed to have satisfied waived such Title Defect and such Title Defect shall be deemed to be a Permitted Exception (provided in no event shall Buyer be required to provide a Title Defect Notice for any Seller Liens, which Seller is obligated to discharge at or prior to Closing and which shall not be deemed to be a Permitted Exception). Seller shall, within three (3) Business Days after receipt of any Title Defect Notice (and in any event prior to Closing), deliver a response to the provisions Buyer specifying all Title Defects which Seller shall commit to cure or discharge or elect not to cure or discharge (“Title Response Notice”). Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense any Title Defects as set forth in a Title Defect Notice (other than Seller Liens which Seller shall be obligated to discharge), and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) for the purpose of such removal or cure, which removal or cure will be deemed effected by discharging of record the same such that it is not binding upon Buyer or the Assets. If Seller elects not to cure (or otherwise remove) any Title Defect set forth in a Title Defect Notice (other than Seller Liens which Seller shall be obligated to discharge) and otherwise is unable to convey fee title to the Property to Buyer at Closing subject only to Permitted Exceptions, Buyer may elect, as its sole and exclusive remedy therefore, to either (x) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event, the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this subsection 8.3(aAgreement, or (y) waive such Title Defects, in which event such Title Defects shall be deemed additional “Permitted Exceptions” and caused the release Closing shall occur as herein provided without any reduction of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers shall have the right to apply or cause Escrow Agent to apply all or any portion of credit against the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at ClosingBalance.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real The Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real the Property, subject only to the Permitted Exceptions applicable Exceptions. In the event Seller is unable to convey title to the Property subject only to the Permitted Exceptions, and Buyer has not, at least five Business Days prior to the Closing Date, given notice to Seller that Buyer is willing to waive objection to each title exception which is not a Permitted Exception, Buyer may elect, as its sole and exclusive remedy therefore, to either (x) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (y) waive such Real Propertytitle objections, in which event such title objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense any non-monetary title matters which are not Permitted Exceptions, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title matter. Notwithstanding anything in this Agreement to the contrary, Sellers Seller shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers Seller on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers Seller or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) ), then Sellers Seller shall be deemed to have satisfied the provisions of this subsection 8.3(a) sentence and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers Seller shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at Closing.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest If Buyer fails to timely deliver a Title Defect Notice in its applicable Real Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable to such Real Property. Notwithstanding anything in this Agreement to the contrary, Sellers shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumptionaccordance with Section 9.2, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers shall be deemed to have satisfied waived such Title Defect and such Title Defect shall be deemed to be a Permitted Exception (provided in no event shall Buyer be required to provide a Title Defect Notice for any Seller Liens, which Seller is obligated to discharge at or prior to Closing and which shall not be deemed to be a Permitted Exception). Seller shall, within three (3) Business Days after receipt of any Title Defect Notice (and in any event prior to Closing), deliver a response to the provisions Buyer specifying all Title Defects which Seller shall attempt to cure or discharge or elect not to cure or discharge (“Title Response Notice”). Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense any Title Defects which are not Permitted Exceptions as set forth in a Title Defect Notice (other than Seller Liens which Seller shall be obligated to discharge), and shall be entitled to a reasonable adjournment of the Closing (not to exceed ten (10) days) for the purpose of such removal or cure, which removal or cure will be deemed effected by discharging of record the same such that it is not binding upon Buyer or the Assets. If Seller fails to cure, elects not to cure (or otherwise remove) any Title Defect set forth in a Title Defect Notice (other than Seller Liens which Seller shall be obligated to discharge) and otherwise is unable to convey fee title to the Property to Buyer at Closing subject only to Permitted Exceptions, Buyer may elect, as its sole and exclusive remedy therefore, to either (x) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event, the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this subsection 8.3(aAgreement, or (y) waive such Title Defects, in which event such Title Defects shall be deemed additional “Permitted Exceptions” and caused the release Closing shall occur as herein provided without any reduction of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers shall have the right to apply or cause Escrow Agent to apply all or any portion of credit against the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at ClosingBalance.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real The Property shall be conveyed by such Sellerconveyed, and Buyer agrees to acquire such Seller’s interest in such Real the Property, subject only to the Permitted Exceptions applicable Exceptions. In the event Seller is unable to convey title to the Property subject only to the Permitted Exceptions, and Buyer has not, prior to the Closing Date, given notice to Seller that Buyer is willing to waive objection to each title exception which is not a Permitted Exception, Buyer may elect, as its sole and exclusive remedy therefore, to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Real Propertytitle objections, in which event such title objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense any title matters which are not Permitted Exceptions, and shall be entitled to a reasonable adjournment of the Closing ( not to exceed thirty (30) days]) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title matter. Notwithstanding anything in this Agreement to the contrary, Sellers Seller shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, discharge of (i) any Voluntary Encumbrance created by Sellers Seller on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any), (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, Mortgage and (iii) any lien other than encumbering the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as each, a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers provided, Seller shall not be obligated to spend more than $100,000 150,000 in the aggregate with respect to all remove any Monetary Encumbrances relating to each individual Asset; provided thatEncumbrances, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Monetary Encumbrance is bonded over by Sellers Seller or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers Seller shall be deemed to have satisfied the provisions of this subsection 8.3(a) sentence and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Monetary Encumbrance. The parties acknowledge and agree that Sellers Seller shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien the Existing Mortgage or any Monetary Encumbrance when escrow is broken at ClosingEncumbrance.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest If any updates to the Title Commitment or Survey reflect any matters which are not Permitted Exceptions (each such matter, a “Title Defect”), then Buyer shall have the right to raise such Title Defect with Seller by delivering written notice describing such Title Defect (each a “Title Defect Notice”) no later than five (5) Business Days from the date Buyer receives any update to the Title Commitment or Survey (and in its applicable Real Property any event prior to the Closing). If Buyer fails to timely deliver a Title Defect Notice, Buyer shall be conveyed by deemed to have waived such SellerTitle Defect and such Title Defect shall be deemed to be a Permitted Exception. Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over at its expense any title matters which are not Permitted Exceptions as set forth in a Title Defect Notice, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal or cure, which removal or cure will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title matter in a manner reasonably acceptable to Buyer. Seller shall notify Buyer agrees of their election within five (5) days of receipt of a Title Defect Notice (and in any event no later than two (2) Business Days prior to acquire the Closing) and if Seller provides no such Seller’s interest notice, Seller shall be deemed to have elected not to cure the Title Defect(s) set forth therein. If Seller fails to cure or elects (or is deemed to have elected) not to cure (or otherwise remove or have insured over by the Title Company) any Title Defect set forth in such Real Property, a Title Defect Notice and otherwise is unable to convey fee title to the Property to Buyer at Closing subject only to Permitted Exceptions, Buyer may elect, as its sole and exclusive remedy therefore, either to (x) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event, the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (y) waive such Title Defects, in which event such Title Defects shall be deemed additional “Permitted Exceptions applicable to such Real PropertyExceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding anything in this Agreement to the contrary, Sellers Seller shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, discharge of (i) any Voluntary Encumbrance created by Sellers Seller on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any), (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation the Existing Loan Exceptions (collectivelyMortgage and any documents recorded in connection therewith, the “Financing Liens”)including, but excluding the payment without limitation, any assignment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (leases and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing rents and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan ExceptionsUCC financing statement, and (iii) any lien other than encumbering the Financing Liens that encumbers the Real Property that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described item in this clause (iii) being referred to as ), a “Monetary Encumbrance”). Notwithstanding the foregoing) provided, Sellers Seller shall not be obligated to spend more than $100,000 2,000,000 in the aggregate with respect to all any Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers shall be deemed to have satisfied the provisions of this subsection 8.3(a) and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. The parties acknowledge and agree that Sellers Seller shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien the Existing Mortgage or any Monetary Encumbrance when escrow is broken at ClosingEncumbrance, as applicable.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real Property shall be conveyed by such Seller, and Buyer agrees to acquire such Seller’s interest in such Real Property, subject only to the Permitted Exceptions applicable to such Real Property. Notwithstanding anything in this Agreement to the contrary, Sellers Seller shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, of (i) any Voluntary Encumbrance created by Sellers Seller on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances, if any, and (ii) in addition to any financing lien of an ascertainable amount voluntarily created or assumed byPost-Effective Date Voluntary Encumbrance, under or through Sellers, including without limitation any Lien encumbering the Existing Loan Exceptions (collectively, Property after the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property Effective Date that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as each, a “Post-Effective Date Monetary Encumbrance”). Notwithstanding the foregoing, Sellers provided, Seller shall not be obligated to spend more than $100,000 500,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to remove any Financing Liens or Post-Effective Date Voluntary Monetary Encumbrances; , and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Post-Effective Date Monetary Encumbrance is bonded over by Sellers Seller or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers Seller shall be deemed to have satisfied the provisions of this subsection 8.3(a) sentence and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or Post-Effective Date Monetary Encumbrance. The parties acknowledge and agree that Sellers Seller shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance or Post-Effective Date Monetary Encumbrance, Financing Lien or any Monetary Encumbrance when escrow is broken at Closing.

Certain Exceptions to Title; Inability to Convey. (a) Each Seller’s interest in its applicable Real Property shall be conveyed by such SellerIf Sellers are unable to convey fee or leasehold title, and Buyer agrees as applicable, to acquire such Seller’s interest in such Real Property, the Properties subject only to the Permitted Exceptions Exceptions, and such failure would have a material adverse effect on the use, operation or value of the Properties in Buyer’s reasonable judgment on an aggregate basis (such event, a “Title Defect”), then if Buyer has not, at least five (5) Business Days prior to the Closing Date, given notice to Sellers that Buyer is willing to waive such Title Defect, Buyer may elect, as its sole and exclusive remedy therefore, to either (x) pursue the applicable remedies in Section 13.2, (y) terminate this Agreement by giving written notice to Sellers and Escrow Agent, in which event, the Independent Consideration shall be paid to Sellers and the balance of the Xxxxxxx Money shall be returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (z) waive such Real PropertyTitle Defects, in which event such Title Defects shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Sellers may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense any title matters which are not Permitted Exceptions, and shall be entitled to a reasonable adjournment of the Closing (not to exceed sixty (60) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of such title matter. Notwithstanding anything in this Agreement to the contrary, Sellers shall be obligated at or prior to the Closing to cause the release or discharge, at Sellers’ sole cost and expense, discharge of (i) any Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Voluntary Encumbrance created by Sellers on or after the Effective Date (each, a “Post-Effective Date Voluntary Encumbrance”) other than the Cable Contract Encumbrances), if any, and (ii) any financing lien of an ascertainable amount voluntarily created or assumed by, under or through Sellers, including without limitation encumbering the Existing Loan Exceptions (collectively, the “Financing Liens”), but excluding the payment of any applicable prepayment penalty or premium, which shall be payable by Buyer at the Closing, provided that, Sellers shall not be required to remove, release or discharge any of the Existing Loan Exceptions relating to a particular Asset (and the same shall constitute Permitted Exceptions) if the Loan Assumption relating to such particular Asset occurs at the Closing and upon such Loan Assumption, Buyer shall accept title to the Assets subject to the Liens of the applicable Existing Loan Exceptions, and (iii) any lien other than the Financing Liens that encumbers the Real Property Properties that is not a Permitted Exception and that may be removed by the payment of a sum of money (each lien described in this clause (iii) being referred to as each, a “Monetary Encumbrance”). Notwithstanding the foregoing, Sellers shall not be obligated to spend more than $100,000 in the aggregate with respect to all Monetary Encumbrances relating to each individual Asset; provided that, such limitation shall not apply with respect to any Financing Liens or Post-Effective Date Voluntary Encumbrances; and provided, further, that if a Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance is bonded over by Sellers or others at or prior to the Closing or if Sellers escrow sufficient funds with the Title Company such that in each case it is omitted from the Title Policy (or is otherwise insured over by the Title Company) then Sellers shall be deemed to have satisfied the provisions of this subsection 8.3(a) and caused the release of such Post-Effective Date Voluntary Encumbrance, Financing Lien or Monetary Encumbrance. [***] The parties acknowledge and agree that Sellers shall have the right to apply or cause Escrow Agent to apply all or any portion of the Purchase Price to cause the release of any Post-Effective Date Voluntary Encumbrance, Financing Lien Encumbrance or any Monetary Encumbrance when escrow is broken at ClosingEncumbrance.