Common use of Certain Exceptions to Title Clause in Contracts

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which are disclosed in the Title Commitments or Surveys (herein collectively called “Liens”) within ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary Liens, 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 on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitments Commitment or Surveys the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “LiensTitle Matters”) within ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last ). Buyer shall promptly forward to Seller a copy of the Title CommitmentsCommitment and updated Survey (or the Buyer’s Survey obtained by Buyer, the Title Documents and Surveysif any) within two (2) business days after receipt. Unless Buyer shall timely object to the LiensTitle Matters, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Matters shall be deemed to constitute Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, removed at its expense, any Title Objections, 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 re-issuance or amendment of title insurance the Title Commitment eliminating or, subject to at Buyer’s approval not to be unreasonably withheld or delayedsole discretion, insuring against the effect of the such Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, to either (a) terminate this Agreement by giving providing written notice to Seller and Escrow Agent on or before the later of within five (i5) three (3) business days after receipt of Seller’s Title Objection Response, or Response either to (iia) the end of the Due Diligence Periodterminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the parties Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title 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. If before Notwithstanding the end foregoing, Seller shall be obligated at Closing to cause the release of the Due Diligence Periodliens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to through or under Seller. Except as expressly provided in this Section 4.24.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that adversely affect Buyer's title to the Real Property which are disclosed in may appear on supplemental title reports or updates to the Title Commitments Report or Surveys Survey issued at the request of Buyer after Seller and Buyer have agreed in writing upon the Permitted Exceptions (herein collectively called “the "Other Liens”") within ten (10) business days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveysthereof by Buyer. Unless Buyer shall timely object to the such Other Liens, all such Other Liens and any matters which do not adversely affect Buyer's title to the Real Property which are set forth in the Title Commitments, Title Documents any such supplemental reports or Surveys are “updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, " Seller may elect (but but, except for Financing Liens and as provided in this Section 3.2.1, shall not be obligated) to remove remove, or cause to be removed, or insured over, removed at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same same. Notwithstanding the foregoing, with respect to Title Objections of a definite or ascertainable amount (“Seller’s other than Financing Liens, which Seller shall remove), Seller agrees that it will spend an aggregate amount not to exceed $50,000 to remove such Title Objection Response”)Objections. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary Liensand the aggregate cost of removal is not ascertainable or exceeds $50,000, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgreement, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any with a reduction of or credit against the Purchase Price. If before Price not to exceed $50,000 (if and to the end extent that the cost of removing the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2can be ascertained).

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which are disclosed in the Title Commitments or Surveys (herein collectively called “Liens”) within No later than ten (10) days after prior to the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last of the Title CommitmentsDue Diligence Period, the Title Documents and Surveys. Unless Buyer shall timely object will submit to the Liens, all such Liens which are set forth Seller a written Notice from the Buyer (“Title Notice”) specifying any alleged defects in or objections to the title shown in any Title Commitments, Commitment (“Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured ) or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a Surveys (“Monetary LienSurvey Exception”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by in the Buyer’s judgment adversely affect the Real Property; provided, however, Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary Liens, 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 on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) have until the end of the Due Diligence Period, if any, to submit a Title Notice for Survey Exceptions related to New Survey Matters. The Buyer shall be deemed to have waived its right to object to any encumbrance or other title or survey objection existing at the time of the Closing Date unless the Buyer shall have given to the Seller the Title Notice specifying the Buyer’s objections within the time period described above. The Seller shall notify the Buyer in writing within five (5) Business Days of receiving the Title Notice whether the Seller elects and/or is able to cure any Title Exception(s) and/or Survey Exception(s) set forth in the Title Notice and if the Seller is able and willing to cure such title matters, Seller shall do so at their own expense and provided that Seller shall have no obligation to cure any Title Exceptions or Survey Exceptions. Seller’s failure to respond in writing within such five (5) Business Day period shall be deemed an election by Seller to not cure any of the Title Exceptions and/or Survey Exceptions set forth in the Title Notice. If on the Closing Date, there exists Title Exception(s) and/or Survey Exception(s) that Seller has agreed to cure, but has not cured as of the Closing Date, the Buyer may elect, as its sole right and remedy, either (i) to take such title to the Real Property as the Seller can convey, with no abatement of the Purchase Price (except to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.no

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which that are disclosed in by any of the Title Commitments Deliveries, which Buyer determines in Buyer's sole discretion, adversely affect title to or Surveys the value of or feasibility of the Property (herein collectively called “"Liens”") within ten (10) days after the later of (i) the Effective Dateon or before June 1, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveys2003. Unless Buyer shall timely object to the Liens, all such Liens and any other encumbrances which are set forth in disclosed by the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) Deliveries shall not be considered deemed Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has except as hereinafter specifically objected theretoprovided). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, ". Seller may elect (but shall not be obligated, except as hereinafter provided) to remove or cause to be removed, or insured overover in a manner reasonably acceptable to Buyer, at its Seller's sole expense, any Title Objections, 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 shall be deemed effected by the issuance of title insurance eliminating or, subject or insuring in a manner reasonably satisfactory to Buyer’s approval not to be unreasonably withheld or delayed, insuring Buyer against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same same. A failure to respond within the ten (“Seller’s 10) day period shall be deemed an election by Seller not to remove or cure the Title Objection Response”)Objections. If Seller is unable elects not to remove or endorse over any Title Objections prior to the ClosingSeller shall notify Buyer in writing of Seller's election, or if Seller elects not to remove one or more Title Objections other than Monetary Liens, and Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations and liabilities which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller hereby agrees to cure and cause to be released prior to or at Closing any or all mortgages, deeds of trust and other monetary liens or encumbrances affecting all or any portion of the Property which exists as of the date hereof and/or come into existence on or prior to Closing, including, without limitation, mechanics and materialmen's liens (except for those which arise out of work performed by Tenants and are not the result of failure of Seller to make payments on account of such work or perform any other obligations with respect thereto as required under the applicable lease) and judgment and/or attachment liens, and liens arising as a result of delinquent taxes or assessments, and if Seller fails to do so, any such liens (except for mechanic's or materialmen's liens which arise out of work performed by Tenants and are not the result of failure of Seller to make payments on account of such work or perform any other obligations with respect thereto as required under the applicable lease) and except for mechanic's or materialmen's liens which Seller is contesting in good faith have been bonded over by Seller or insured over by the Title Company in a manner satisfactory to Buyer and its lender) shall be paid out of the proceeds of and credited against the Purchase Price.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which are disclosed in the Title Commitments or Surveys (herein collectively called “Liens”) within No later than ten (10) days after prior to the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last Due Diligence Period, the Buyer will submit to the Seller a written Notice from the Buyer (“Title Notice”) specifying any alleged defects in or objections to the title shown in any Title Commitment (“Title Exceptions”) or any of the Title Commitments, Surveys (“Survey Exception”) which in the Buyer’s judgment adversely affect the Real Property. The Buyer shall be deemed to have waived its right to object to any encumbrance or other title or survey objection existing at the time of the Closing Date unless the Buyer shall have given to the Seller the Title Documents and SurveysNotice specifying the Buyer’s objections within the time period described above. Unless The Seller shall notify the Buyer shall timely object in writing within five (5) Business Days of receiving the Title Notice whether the Seller elects and/or is able to the Liens, all such Liens which are cure any Title Exception(s) and/or Survey Exception(s) set forth in the Title CommitmentsNotice and if the Seller is able and willing to cure such title matters, Title Documents or Surveys are “Permitted Exceptions”; Seller shall do so at their own expense and provided that Seller shall have no obligation to cure any deed of trust, mortgage, judgment, mechanicTitle Exceptions or Survey Exceptions. Seller’s lien failure to respond in writing within such five (unless such mechanic’s lien is being contested in good faith 5) Business Day period shall be deemed an election by Seller and insured or bonded over at Closing so that they do to not appear on the Title Policy) and or tax liens (cure any of the foregoingTitle Exceptions and/or Survey Exceptions set forth in the Title Notice. If on the Closing Date, a “Monetary Lien”there exists Title Exception(s) shall and/or Survey Exception(s) that Seller has agreed to cure, but has not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment cured as of the Closing (not to exceed thirty (30) days) for Date, the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary Liens, Buyer may elect, as its sole right and exclusive remedy thereforeremedy, to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three to take such title to the Real Property as the Seller can convey, with no abatement of the Purchase Price (3) business days after receipt except to the extent of Seller’s Title Objection Responsemonetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) the end of the Due Diligence Period, to terminate this Agreement in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4Agreement. The term “Permitted Encumbrances” shall mean (i) all matters and exceptions shown on any Title Commitment (including without limitation, 3.5, 3.6, 9.6 and 10.11all standard printed exceptions), or on the Surveys (or Existing Surveys, as applicable), (ii) applicable zoning and building ordinances and land use regulations, (iii) such state of facts as would be disclosed by a physical inspection of the Property, (iv) the lien of taxes and assessments not yet due and payable, (v) any exceptions caused by Buyer, its agents, representatives or employees, (vi) the Leases and (vii) the Fossil Reservation; provided, however, (a) if Buyer timely delivers a Title Notice, and Seller elects in writing to cure all or any portion of the Title Exception(s) or Survey Exception(s), the term “Permitted Encumbrances” shall be amended to exclude those specific Title Exceptions(s) and/or Survey Exception(s) that Seller has agreed in writing to cure, and (b) the term “Permitted Encumbrances” shall not include any items which the Title Company agrees to modify or delete at or prior to the Closing (Seller agrees to execute a reasonable Owner’s Affidavit for the purposes of the Title Company deleting the standard exceptions as are customarily deleted or modified in Texas with the issuance of an Owner’s Affidavit). In the event there is an “Unpermitted Title Defect,” the following shall apply. If the Unpermitted Title Defect is the result of a default by Seller of its covenants hereunder then (a) Buyer shall give written notice to Seller of such and (b) in the event Seller cannot cure such Unpermitted Title Defect prior to Closing, then the Unpermitted Title Defect shall constitute a default by Seller hereunder and Buyer may elect in writing on or prior to the Closing Date to (i) waive such Unpermitted Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Defect and the proceed to Closing shall occur as herein provided without any reduction of or credit against the Purchase Price(ii) pursue all remedies afforded to Buyer hereunder. If before the end Unpermitted Title Defect is not the result of a default by Seller of its covenants hereunder, then (a) Buyer shall give written notice to Seller of such and (b) in the Due Diligence Period, Buyer fails event Seller cannot cure such Unpermitted Title Defect prior to give Seller and Escrow Agent such written noticeClosing, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.may

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s title to the Real Property which are disclosed in the Title Commitments Commitment or Surveys Survey (herein collectively called “Liens”) within ten fifteen (1015) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents Commitment and SurveysSurvey. Unless Buyer shall timely object to the Liens, all such Liens and any other encumbrances which do not materially adversely affect Buyer’s title to the Real Property which are set forth in the Title Commitments, Title Documents Commitment and any such supplemental reports or Surveys are “updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s same. Notwithstanding anything to the contrary contained herein, in the event that any Title Objection Response”)exists which the Title Company will not remove or endorse over but which First American Title Insurance Company has agreed to remove or endorse over, Seller, by written notice thereof to Buyer and the Title Company, may elect to use First American Title Insurance Company as the Title Company and Escrow Agent, in which case, the original Escrow Agent shall, within three (3) business days of such notice, transfer any funds and/or documents held by it with respect to the transaction contemplated by this Agreement to First American Title Insurance Company, who will supercede and replace Xxxxxxx Title Guaranty Company as the Title Company and New Enterprise Title Group, Inc. as Escrow Agent. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, 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 on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.55.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing which is secured by the Property and to release or, at Seller’s option, insure over any other monetary liens affecting the Property.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer's title to the Real Property which are disclosed in may appear on supplemental title reports or updates to the Title Commitments or Surveys Report issued at the request of Buyer after the date hereof (herein collectively called “the "Other Liens”") within ten five (105) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveysthereof by Buyer. Unless Buyer shall timely object to the such Other Liens, all such Other Liens and any matters which do not materially adversely affect Buyer's title to the Real Property which are set forth in the Title Commitments, Title Documents any such supplemental reports or Surveys are “updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, " Seller may elect (but shall not be obligated) to remove remove, or cause to be removed, or insured over, removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgreement, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title 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. If before Unless Buyer elects to terminate within two business days after receipt of Seller's election to cure a Title Objection or not, as the end of the Due Diligence Periodcase may be, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected (b) above and to waive such Title Objections and have waived its right objections. The aforementioned elections shall be evidenced by notice to terminate this Agreement the other party pursuant to the notice provisions in this Section 4.2Agreement.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in may appear on supplemental title reports or updates to the Title Commitments or Surveys Report issued at the request of Buyer after the date hereof (herein collectively called “the "Other Liens”") within ten five (105) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveysthereof by Buyer. Unless Buyer shall timely object to the such Other Liens, all such Other Liens which are set forth in the Title Commitments, Title Documents any such supplemental reports or Surveys are “updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith . Any mortgage liens and other consensual liens granted by Seller and insured or bonded over at Closing so that they do not appear on listed in the Title Policy) Report, and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, " Seller may elect (but shall not be obligated) to remove remove, or cause to be removed, or insured over, removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“same. Notwithstanding the foregoing, Seller shall be obligated to remove any Title Objections which result from mortgage liens granted by Seller and any other title exceptions intentionally caused by Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgreement, in which event the Deposit shall be paid to Buyer andBuyer, and thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.

Certain Exceptions to Title. Buyer The Purchaser shall have the right to object in writing to any title matters which that are not Permitted Real Property Encumbrances that are disclosed in the Title Commitments any title commitment (or Surveys (herein collectively called “Liens”any update thereof) within ten (10) days Business Days after receipt thereof by delivering written notice to the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and SurveysSeller. Unless Buyer the Purchaser shall timely object to the Liensany such title matters, all such Liens title matters shall be deemed to constitute additional Permitted Real Property Encumbrances. Any such title matters which are set forth in the Title Commitments, Title Documents or Surveys are “not Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller Real Property Encumbrances and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer the Purchaser shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, The Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, removed any Title Objections, 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 oromitting the Title Objections as exceptions to coverage; provided, that the Seller must so remove and satisfy of record any mortgage, lien, judgment or other Title Objection which may be so removed and satisfied by the payment of a liquidated sum of money. In the event that the Purchaser elects to purchase an owner’s title insurance policy, such policy shall be an ALTA 1992 form owner’s title insurance policy with respect to the Real Property and the Improvements, insuring the Project Company as the fee simple owner in the amount of that portion of the Purchase Price allocated to the Real Property and Improvements, deleting all requirements listed in ALTA Schedule B-1, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior only to the ClosingPermitted Real Property Encumbrances, and providing for endorsements requested by the Purchaser which may be issued by title insurance companies in the State of North Carolina, including, without limitation, ALTA 9 (comprehensive endorsement), same-as-survey, access, tax lot, contiguity, subdivision and non-imputation endorsements. The Seller hereby agrees to execute and deliver any affidavit, indemnification or if Seller elects not to remove one other information reasonably required by the title insurer in connection with the issuance of a non-imputation endorsement (or more Title Objections any other than Monetary Liens, Buyer may elect, as its sole and exclusive remedy therefore, to either (aendorsement) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before otherwise in connection with the later issuance of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2title insurance policy.

Certain Exceptions to Title. Seller shall cause to be delivered to Buyer within twenty (20) days after the date of this Agreement the Title Commitment and Title Documents from the Title Company. Buyer shall have the right to object in writing to any title matters which that are disclosed in the Title Commitments or Surveys not Permitted Exceptions (herein collectively called the “LiensOther Exceptions”) within ten shown on the Title Commitment, Title Documents and Survey by written notice to Seller given no later than twenty (1020) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last delivery of the Title Commitments, Commitment and the Title Documents, and to any Other Exceptions first appearing on any subsequent update to the Title Commitment, Title Documents and Surveysor Survey within five (5) business days after Buyer obtains knowledge thereof or is Deemed to Know of their existence, but in any event no later than the Closing Date. Unless Buyer shall timely object to the Lienssuch Other Exceptions, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Other Exceptions shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which Other Exceptions that are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except Seller shall, at Closing, remove or cause to be removed any Title Objections to the extent (and only to the extent) that such Title Objections are (A) mortgage financing documentation (except with respect to any financing documentation burdening the fee simple estate of the Birchwood Farms Community), or (B) mechanics’ or materialmen’s liens and other liens evidencing monetary encumbrances (other than liens for any Monetary Liens non-delinquent general real estate taxes not yet due and owing) which are removable by payment of liquidated and ascertainable amounts, or (C) liens created or suffered to exist by Seller is obligated or its agents and affiliates, but only to removethe extent such liens are not referenced in the Title Commitment, Title Documents or Survey (collectively, the “Required Clearance Exceptions”). In addition, Seller may elect (but shall not be obligated) to remove remove, or cause to be removed, or insured over, at its expense, any other Title Objections, and . Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removalthe removal of any Required Clearance Exceptions or other Title Objections, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. To the extent that the same do not constitute Required Clearance Exceptions, Seller shall notify Buyer in writing within ten five (105) business days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or cause the Title Company to endorse over any Required Clearance Exceptions (after using reasonable efforts as provided in Section 9.2.5) or other Title Objections which Seller has elected to remove or cause the Title Company to endorse over prior to the Closing, or if Seller elects not to remove or cause the Title Company to endorse over one or more Title Objections other than Monetary Liensthat are not Required Clearance Exceptions, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement in its entirety by giving written notice given to Seller and Escrow Agent (1) on the Closing Date if Seller is unable to remove or before cause the later of (i) three (3) business days after receipt of Seller’s Title Objection ResponseCompany to endorse over any such Title Objections, or (ii2) within five (5) days after notice from Seller of its election not to remove or to cause the end of the Due Diligence PeriodTitle Company to endorse over any such Title Objections, in either which event the Deposit shall be paid refunded to Buyer andBuyer, and thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitments Commitment or Surveys Survey (herein collectively called “Liens”) within ten seven (107) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its Buyer’s expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten two (102) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, to either (ai) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.69.6, 9.6 10.13 and 10.1110.19, or (bii) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2Section. Notwithstanding the foregoing or anything to the contrary in this Agreement, Seller shall be obligated at Closing to cause (x) the release of any monetary liens and encumbrances affecting the Property, including the liens of any financing obtained by Seller which is secured by the Real Property, other than non-delinquent taxes and assessments, and (y) the release or other cure acceptable to Buyer and Title Company (e.g. without limitation escrowing proceeds) to remove a lien of that certain civil judgment from the Superior Court of New Jersey against XX Xxxxxxxxx Financial Inc. and Donnelley Financial Services having judgment number DJ-155922-2017 (the “Judgment”) from the Title Policy (as defined below), in each case regardless of whether or not Buyer shall provide written notice of its objection to the same.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s title to the Real Property which are disclosed in may appear on supplemental title reports or the Updated Title Commitments or Surveys Commitment issued at the request of Buyer after the Effective Date (herein collectively called the “Other Liens”” within seven (7) within ten (10) business days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveysthereof by Buyer. Unless Buyer shall timely object to the such Other Liens, all such Other Liens and any matters which do not materially adversely affect Buyer’s title to the Real Property which are set forth in any such supplemental reports or in the Updated Title Commitments, Title Documents or Surveys are “Commitment shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove remove, or cause to be removed, or insured over, removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten five (105) business days after receipt of Buyer’s notice of the Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closingremove, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgreement, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails Seller elects not to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such remove one or more Title Objections and Buyer elects its right to terminate this Agreement pursuant to this Section 4.2termination rights hereunder, Seller shall reimburse Buyer for all its costs of investigations, provided however, such reimbursement amount shall not exceed in the aggregate $15,000.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that affect Buyer’s title to the Land which are disclosed in the Title Commitments or Surveys Commitment (herein collectively called “Liens”) within ten (10) days after prior to the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last of the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto)Due Diligence Period. Any exceptions which that are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, ”. Seller may elect (but shall not be obligated) to remove or cause to be removed, or with Buyer’s consent, insured over, at its expenseSeller’s expense and at Closing, any Title Objections, and Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) fifteen [15] days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing (“Seller’s Title Response Notice”) within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)on or before the Closing. If Seller is unable (other than by the payment of money or delivery of documents or instruments) to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice (“Buyer’s Termination Notice”) to Seller and Escrow Agent on or before the later of five (i5) three (3) business days after following Buyer’s receipt of Seller’s Title Objection Response, Response Notice (or five (ii5) days following the end expiration of the Due Diligence Periodten (10) day period that Seller has to deliver to Buyer the Seller Title Response Notice if Seller fails to deliver such notice) or within five (5) days following the scheduled Closing Date (if Seller is unable to remove any Title Objections prior to the Closing, as may be extended as provided above), in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 Buyer’s Surviving Obligations and 10.11Seller’s Surviving Obligations, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to timely give Seller and Escrow Agent such written noticeBuyer’s Termination Notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2Section. Notwithstanding the foregoing, Seller shall deliver the Hotel and all Personal Property free and clear of any encumbrances or obligations arising from judgments, abstracts of judgment, mortgages, deeds of trust, security agreements, delinquent taxes, or other similar liens and be obligated at Closing to cause the release of the liens of any financing obtained by Seller which are secured by the Land or Personal Property (collectively, “Monetary Title Encumbrances”). Notwithstanding anything herein to the contrary, Seller shall be obligated to pay and discharge the Monetary Title Encumbrances and obtain releases satisfactory to Buyer and the Title Company without notice of Buyer’s objections thereto. If Seller fails to cause any Monetary Title Encumbrances to be removed at Closing, then Buyer may apply a portion of the Purchase Price to pay such Monetary Title Encumbrances and enable the Title Company to issue Buyer’s Title Policy without exception for such Monetary Title Encumbrances. If the Title Commitment is amended after expiration of the Due Diligence Period to add matters or exceptions in addition to the Permitted Exceptions (which are not Monetary Title Encumbrances), Buyer shall by the expiration of five (5) business days after written notification of such amendment and receipt of the underlying documents pertaining to the new exception: (i) accept such amended Title Commitment including such additional matters and exceptions, in which case such matters or exceptions shown there shall be deemed additional Permitted Exceptions, or (ii) object to such additional matters or exceptions by written notice to Seller (“Additional Title Objections”). If Buyer does not make timely written objection, Buyer shall be deemed to have accepted such matters or exceptions as Permitted Exceptions. If Buyer makes a timely objection, Seller shall, within five (5) business days following receipt of such Additional Title Objections notice, either: (i) provide written notice to Buyer that Seller is unable (other than by the payment of money or delivery of documents or instruments) or unwilling to cure the Additional Title Objections, or (ii) elect to remove or cause to be removed, or with Buyer’s consent, insured over, such Additional Title Objections on or before the Closing, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of the Additional Title Objections, and Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen [15] days) for the purpose of such removal. If Seller notifies Buyer in writing that it is unable or unwilling to cure such Additional Title Objections, Buyer may within five (5) business days of its receipt of such notice from Seller, either: (i) terminate this Agreement by written notice to Seller, in which event the Deposit shall be promptly delivered to Buyer and neither party shall have any further rights or obligations under this Agreement, except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations, or (ii) waive such Additional Title Objections, in which event Buyer shall be deemed to have accepted such additional matters or exceptions as Permitted Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. In the event Buyer does not terminate this Agreement within five (5) business days as set forth in the preceding sentence, Buyer shall be deemed to have accepted such matters as additional Permitted Exceptions. If Seller elects to remove or cause the removal of such Additional Title Objections but is unable to do so by the scheduled Closing Date or within fifteen (15) days thereafter, then Buyer may terminate this Agreement by written notice to Seller, in which event the Deposit shall be promptly delivered to Buyer and neither party shall have any further rights or obligations under this Agreement, except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations. If the periods for responding to new title matters or exceptions extend beyond the scheduled Closing Date, then the Closing Date shall be extended to the date that is three (3) business days following the expiration of the latest period Seller or Buyer has to respond to the other, as set forth herein.

Certain Exceptions to Title. With respect to any title matters (herein collectively called “Title Matters”) that are shown as exceptions in the Title Commitment or reflected in the Survey, Buyer shall have the right, in its sole and absolute discretion, to object in writing to such Title Matters at any time on or prior to the expiration of the Due Diligence Period. With respect to any new Title Matters (i.e., Title Matters not shown in the Title Commitment) shown in any updated title report or survey delivered after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to such new Title Matters at any title matters which are disclosed in time on or prior to the Title Commitments or Surveys (herein collectively called “Liens”) within ten (10) days after the later earlier of (i) the Effective Datefive (5) Business Days after receipt by Xxxxx of an updated title report or survey, in writing, disclosing such new Title Matters, or (ii) two (2) Business Days prior to the Closing Date; provided, however, that Buyer shall have not less than two (2) Business Days from the date of receipt of the last of the such updated title report or survey, in writing, disclosing such Title CommitmentsMatters to object to such notice, and if necessary, the Title Documents and SurveysClosing Date shall be postponed to afford the Buyer such time to object. Unless If Buyer shall fails to object in a timely object manner to the Liensnew Title Matters within such time period, all such Liens new Title Matters shall be deemed Permitted Exceptions. Any Title Matters which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer in a timely manner, shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any such Title ObjectionsObjection, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty fifteen (3015) days) for the purpose of such removal, which removal will be deemed effected by when such Title Matter no longer encumbers the issuance Real Property of title insurance eliminating orrecord; provided, subject however, that any such Title Matters shall be considered removed following written notice thereof to Buyer’s approval not to be unreasonably withheld or delayed, insuring against Buyer and on the effect of date the Title ObjectionsCompany irrevocably commits to issue the Title Policy without reference to the Title Matter that is the subject of such Title Objection. Seller shall notify Buyer in writing within ten no later than three (103) days after following receipt of BuyerXxxxx’s notice of any Title Objections whether Seller elects to remove the same Title Objections set forth in each such notice (“Seller’s Title Objection Response”and if necessary, the Closing Date shall be postponed to allow Seller such time to so notify Buyer). If Except as provided below with respect to Mandatory Cure Items, if Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may electelect by written notice to Seller and Escrow Agent no later than two (2) days after the date on which Buyer is notified in writing that Seller is unable or unwilling to so remove such Title Objections (and if necessary, the Closing Date shall be postponed to afford Buyer such time to elect either of the following remedies), as its sole and exclusive remedy thereforetherefor, to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgent, in which event the Deposit shall be paid returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.1111.11, or (b) waive such Title Objections, in which event the Title Matters that are the subject of such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer Xxxxx fails to give Seller Xxxxxx and Escrow Xxxxxx Agent such written noticenotice as and when required hereunder, then Buyer Xxxxx shall be deemed to have elected to waive such Title Objections pursuant to subsection (b) of the preceding sentence and its right to terminate this Agreement with respect to such Title Objection pursuant to subsection (a) of the preceding sentence. Notwithstanding the foregoing, (i) in the event Seller agrees but subsequently fails to remove one or more Title Objections prior to the Closing, Buyer may elect by written notice to Seller and Escrow Agent no later than five (5) days after the date on which Buyer is notified in writing that Seller is no longer able or willing to so remove such Title Objections (and if necessary, the Closing Date shall be postponed to afford Buyer such time to elect either of the following remedies), as its sole and exclusive remedy therefor, to either (a) terminate this Section 4.2Agreement by giving written notice to Seller and Escrow Agent, in which event the Deposit shall be returned to Buyer, Buyer shall be entitled to a reimbursement by Seller of out of pocket expenses in an amount not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00), and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 9.6 and 11.11, or (b) waive such Title Objections, in which event the Title Matters that are the subject of 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; and (ii) Seller shall be obligated at or prior to Closing to cause the Mandatory Cure Items to be paid, satisfied and released (as applicable).

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitments Commitment or Surveys Survey (herein collectively called “"Liens”") within ten fifteen (1015) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title CommitmentsCommitment, the Title Documents and Surveysthe Survey. Unless Buyer shall timely object to the Liens, all such Liens and any other encumbrances which are set forth in the Title Commitments, Title Documents Commitment and any such supplemental reports or Surveys are “updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, " Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections, in form acceptable to Buyer in its reasonable discretion. Seller shall notify Buyer in writing within ten five (105) business days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections in form acceptable to Buyer (in its reasonable discretion) prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, 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 on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 9.6, and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property or provide for affirmative coverage over any monetary liens created or caused by Seller and filed against the Property, in form reasonably acceptable to Buyer.

Certain Exceptions to Title. It shall be a condition to Buyer’s obligation to proceed to Closing that the Title Company shall be unconditionally and irrevocably (subject to payment of the premium therefor, at the Title Company’s ordinary premium rates) obligated to issue an ALTA 2006 extended coverage owner’s policy, with a liability amount equal to $255,000,000, dated as of the Closing Date, in favor of Property Owner, in the form of the Pro Forma Policy, insuring fee simple title to the Property vested solely in Property Owner, subject solely to Permitted Exceptions (the “Title Policy”); provided, however, that if the Title Company is not willing to issue the Title Policy at its ordinary premium rates and another title insurance company is willing to issue the Title Policy at its ordinary premium rates, then Buyer shall either waive such requirement or replace the Title Company with such other title insurance company and proceed to the Closing in accordance with the terms of this Agreement, and Buyer’s failure to do either shall, notwithstanding anything to the contrary herein, constitute Buyer’s waiver of the condition precedent to its obligation to close that the Title Company issue the Title Policy at its ordinary premium rates. At the Closing, Maximus shall execute and deliver, (I) a non-imputation affidavit in the form of Exhibit J (a “Non-Imputation Affidavit and Indemnity”) in favor of the Title Company, and (II) an owner’s affidavit to the Title Company on behalf of Property Owner, in the form of Exhibit L (an “Owner’s Affidavit”), (provided that (x) if a Rockpoint Control Event occurs prior to the Closing, then Rockpoint, and not Maximus, shall be obligated to deliver the Owner’s Affidavit, and (y) without limiting Rockpoint’s obligation described in the foregoing clause (x), Maximus’s failure to execute and deliver an Owner’s Affidavit or a Non-Imputation Affidavit and Indemnity shall not be a default on the part of Rockpoint). Notwithstanding anything to the contrary herein, Maximus’s execution and delivery on or prior to the Closing of a Non-Imputation Affidavit and Indemnity and/or an Owner’s Affidavit shall not be a condition precedent to any Buyer’s obligation to close the transactions contemplated by this Agreement; provided, however, following a Rockpoint Control Event, Rockpoint’s delivery of the Owner’s Affidavit shall be a condition precedent to Buyer’s obligation to close the transaction hereunder. Rockpoint (on behalf of the Company) consents to the execution and delivery by Maximus of same for the sole purpose of satisfying the delivery requirement set forth in Section 9.5(f), provided that neither Rockpoint nor any of its direct or indirect members, partners and/or shareholders, nor any officers, directors, representatives, agents and/or employees of any of the foregoing Persons, shall have any liability under or arising from Maximus’s execution of such Owner’s Affidavit, and Maximus shall indemnify, defend and hold Rockpoint and all Rockpoint Indemnitees harmless from and against any and all claims, losses, damages, costs, fees (including, reasonable attorneys’ fees) and expenses incurred or suffered by such Persons as a result of the certifications made in the Owner’s Affidavit. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in any additional title commitment or update issued by the Title Commitments or Surveys Company and received by Buyer (at Buyer’s cost and expense) after the date hereof (herein collectively called “Liens”), but only within the earlier of (a) within ten (10) days after the later receipt of any such additional title commitment, supplemental report or update to any title commitment and (ib) the Effective Scheduled Closing Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions Liens which are timely objected to by Buyer in accordance with this Section 4.2 shall be herein collectively called the “Title Objections.” Except for With respect to any Monetary Liens which Seller is obligated to remove, Seller Title Objections that are not Voluntary Liens: (x) Rockpoint may elect (but shall not be obligated) to remove or cause to be removedremoved or, or if Rockpoint is unable to remove such Title Objection and the Buyer agrees to accept affirmative insurance (in Buyer’s sole discretion, exercised in good faith), insured overover (pursuant to endorsement satisfactory to Buyer’s in its sole good faith discretion), at its Rockpoint’s expense, any Title Objections, and shall be entitled to a reasonable an adjournment of the Scheduled Closing (not Date for up to exceed thirty (30) days) days in the aggregate in accordance with Section 9.2 for the purpose of such removal, which removal will shall be deemed effected by the issuance of title insurance the Title Policy eliminating such Title Objections or, subject if Rockpoint is unable to Buyer’s approval not eliminate such Title Objections and the Buyer agrees to be unreasonably withheld or delayedaccept affirmative insurance (in its sole discretion, exercised in good faith), insuring against the effect of the such Title Objections. Seller Objections (pursuant to endorsement satisfactory to Buyer in Buyer’s sole good faith discretion), and (y) Rockpoint shall notify Buyer in writing within ten the earlier of five (105) days after receipt of Buyer’s notice of Title Objections or the Scheduled Closing Date whether Seller Rockpoint elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller either (I) Rockpoint elects not to remove one or more Title Objections other than Monetary that are not Voluntary Liens or Immaterial Liens, or (II) subject to Rockpoint’s right to adjourn the Scheduled Closing Date as set forth in Section 9.2, if Rockpoint elects to remove or cause to be removed any Title Objections that are not Voluntary Liens or Immaterial Liens but is unable to remove or to arrange for the Title Company to insure against (in a manner approved by Buyer in Buyer’s sole good faith discretion) the effect of such Title Objections prior to Closing, then Buyer may elect, as its the sole and exclusive remedy thereforetherefor, to either (a) to terminate this Agreement by giving written notice to Seller and Escrow Agent Rockpoint on or before the later earlier of ten (i10) three (3) business days after receipt receiving written notice from Rockpoint of SellerRockpoint’s inability to or election not to remove or insure against the effect of such Title Objection Response, or (ii) Objections on the end of the Due Diligence PeriodClosing Date, in which event the Deposit shall be paid returned to Buyer (subject to the terms of Section 5.3(g)) and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Termination Surviving Rights/Obligations, or (b) to waive such Title ObjectionsObjections by written notice to Rockpoint, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PricePrice and/or the Buyer Purchase Price in respect of such waived Title Objections. If before the end of the Due Diligence Period, Buyer fails to timely give Seller and Escrow Agent Rockpoint either such written noticenotice referred to in clause (a) or clause (b) of the preceding sentence, then Buyer shall be deemed to have elected to waive proceed to Closing pursuant to clause (b). Notwithstanding anything to the contrary herein, Rockpoint shall be obligated to cause the release of: (i) any Lien created by a Unilateral Rockpoint Action after the date hereof (whether on its own account or through Rockpoint’s rights under the Existing Company Operating Agreement); (ii) any Lien constituting Equity Encumbrances created by a Unilateral Rockpoint Action after the date hereof (whether on its own account or through Rockpoint’s rights under the Existing Company Operating Agreement) (the Liens described in the foregoing clauses (i) and (ii), “Voluntary Liens”); and notwithstanding anything to the contrary herein, in no event shall Voluntary Liens be Permitted Exceptions and if a Title Objection that constitutes a Voluntary Lien is not cured within thirty (30) days after Rockpoint receives notice of the same (or prior to the Scheduled Closing Date, as the same may be adjourned in accordance with this Agreement, if earlier), such Title Objections failure shall constitute a default by Rockpoint under this Agreement, and its shall be subject to Buyer’s remedies pursuant to Section 5.1. Buyer acknowledges and agrees that Buyer shall have no right to terminate this Agreement as a result of any Lien affecting title to the Property or the Assigned Company Membership Interests which is not a Voluntary Lien and does not, together with all other such matters (excluding Voluntary Liens and the West Builders Lien) affecting the Property and the Assigned Company Membership Interests, adversely affect the value of the Property or the Assigned Company Membership Interests by more than $250,000.00 in the aggregate (“Immaterial Liens”); provided, however, if such Immaterial Liens exist and have not been removed or caused to be removed by Rockpoint or if the Title Company is not committed to insure against any such matters to Buyer’s satisfaction on or prior to the Scheduled Closing Date, then, in each case, Buyer shall be entitled to a credit against the Purchase Price due and payable at Closing in the amount of the aggregate value of the adverse effect all such Immaterial Liens have on the value of the Property or the Assigned Company Membership Interests (which credit, for the avoidance of doubt, shall not exceed $250,000.00). Subject to the satisfaction of the conditions precedent to Buyer’s obligation to close hereunder (including Rockpoint’s performance, in all material respects, of its covenants pursuant to Section 4.3), at Closing, Buyer shall be obligated to fully repay (or cause to be fully repaid) the Loan. Notwithstanding anything to the contrary herein, in the event that any additional title commitment or update issued by the Title Company and received by Buyer (at Buyer’s sole cost and expense) after the Effective Date shows a mechanic’s lien of record filed by RE West Builders, Inc. (the “West Builders Lien”), then, in such event, on or prior to the Closing Date, Rockpoint shall cause the West Builder’s Lien to be discharged of record (by bonding or payment); provided, however, if permitted by all lenders providing financing to the Company and/or any Subsidiary, then Rockpoint shall have the alternative right to cause the Title Company to affirmatively insure over the West Builders Lien by posting a bond or other collateral acceptable to the Title Company. If such removal is effected (or, if permitted, such affirmative insurance is provided), then Buyer shall not have the right to terminate this Agreement or receive a reduction of or credit against the Purchase Price or the Buyer Purchase Price as a result of the West Builders Lien; provided, however that to the extent the liquidated amount secured by the West Builders Lien is not fully paid or bonded on or prior to Closing, the amount thereof that is unpaid or unbonded, as applicable, as of the Closing shall be prorated pursuant to clause (vii) of Section 4.29.6(a). Rockpoint shall be responsible for paying Rockpoint’s Share of the costs to discharge the West Builders Lien of record or to cause the Title Company to affirmatively insure over it, and Maximus shall be responsible for paying the balance of such costs.

Certain Exceptions to Title. Buyer (a) During the Limited Due Diligence Period, Purchaser shall have review the right to object in writing to any title matters which are disclosed in Updated Title and Survey. If Purchaser does not terminate this Agreement at the Title Commitments or Surveys (herein collectively called “Liens”) within ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last of the Title CommitmentsLimited Due Diligence Period, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens which then any exceptions that are set forth in the Updated Title Commitments, Title Documents or Surveys are and Survey shall be deemed a “Permitted Exceptions”; provided that Exception” for all purposes under this Agreement. Notwithstanding the foregoing, Seller shall deliver the Property free and clear of any deed encumbrances or obligations arising from judgments, abstracts of judgment, mortgages, deeds of trust, mortgagesecurity agreements, judgmentdelinquent taxes, mechanic’s lien or other similar monetary liens caused by any action, or failure to act, by Seller, (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoingcollectively, a “Monetary LienTitle Encumbrances”) shall not be considered Permitted Exceptions hereunder and ). Notwithstanding anything herein to the contrary, Seller shall be obligated to remove same pay and Release the Monetary Title Encumbrances. If Seller fails to cause any Monetary Title Encumbrances to be Released at or Closing, then Purchaser may apply a portion of the Purchase Price to pay such Monetary Title Encumbrances and enable the Title Company to issue Purchaser’s Title Policy without exception for such Monetary Title Encumbrances. (b) To the extent the Property is encumbered after the date of the Updated Title and Survey and prior to the Closing hereunder without the approval of Purchaser, and such encumbrance (irrespective i) is not a Permitted Exception and (ii) materially and adversely affects Seller’s title to the Leasehold Estate or whether Buyer has specifically objected theretothe use of the Property as a hotel (a “New Exception”). Any exceptions , upon receipt of written notice of any such New Exception, Purchaser shall have five (5) Business Days (but not later than the Closing Date for any New Exceptions disclosed within five (5) Business Days of the Closing) to review such New Exception and provide written notice to Seller with any objections to such New Exception (the “New Exception Objections”); provided, however, that Purchaser agrees that it shall not object to any of the following matters (which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except deemed Permitted Exceptions): (i) liens for any Monetary Liens which Seller is obligated to removeunpaid real estate taxes or assessments and water rates, Seller may elect (but shall not be obligated) to remove water meter charges, water frontage charges and sewer taxes, rents and charges, if any, provided that such items are paid or cause to be removedbonded off by Seller, or insured overapportioned as provided in this Agreement; (ii) zoning laws and regulations and ordinances of municipal and other Governmental Authorities affecting the Leasehold Estate, at its expenseother than violations of the same; (iii) all unpaid personal property, any Title Objectionsreal estate and excise taxes, and shall be entitled to a reasonable adjournment all water, sewer, utility, trash and other similar charges, in each case that are not yet due and payable as of the Closing but may become or give rise to a lien on all or any portion of the Property (not it being understood that such items may be subject to exceed thirty apportionment at the Closing as provided herein) and any real estate taxes or assessments which are payable by any tenant directly to the applicable Governmental Authority pursuant to the terms of one of the Leases; and (30iv) days) for the purpose of such removalany liens, which removal will be deemed effected by the issuance of encumbrances or other defects or exceptions to title insurance eliminating orcoverage caused by Purchaser, subject to Buyerby any of its affiliates, by any of their respective agents, employees or other representatives or by Seller or its agents, employees or other representatives at Purchaser’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objectionsprior written request. Unless Purchaser notifies Seller shall notify Buyer in writing that it objects to a New Exception within ten the foregoing time period, each such New Exception automatically will constitute an additional Permitted Exception. (10c) Not later than five (5) days after receipt of Buyer’s notice of the New Exception Objections, but in any event prior to the Closing Date, Seller shall in its sole discretion, either: (i) deliver a Seller Response indicating its intention to Remove the New Exceptions listed in the New Title Objections whether or (ii) notify Purchaser that Seller elects does not intend to remove the same (“Seller’s Title Objection Response”)attempt to Remove any such New Exception. If Seller is unable does not provide Seller’s Response to remove or endorse over any Title Objections prior Purchaser within such time period with respect to the Closinga New Exception, or if Seller shall be deemed to have elected not to attempt to cure such New Exception. If Seller elects (or is deemed to have elected) not to remove Remove one or more Title Objections other of the New Exceptions, then not more than Monetary Liens, Buyer may elect, as its sole and exclusive remedy therefore, to either five (a5) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection ResponseResponse (but in any event not later than the Closing Date), Purchaser shall by written notice to Seller either: (x) terminate this Agreement, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (by) waive the existence of such Title Objections, in which event such Title Objections matter. Purchaser’s failure to respond within said five (5) day period shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right constitute Purchaser’s election to terminate this Agreement. If Seller elects to attempt to Remove any New Exception, then Seller shall use commercially reasonable efforts to attempt to cure any such New Exception on or before the Closing Date. If at any xxxx Xxxxxx notifies Purchaser that Seller will be unable or is unwilling to cure any such New Exception, then Purchaser shall, within five (5) days after receipt of such notification, either terminate this Agreement pursuant or waive any such New Exception. Purchaser’s failure to respond to Seller’s notice within such five (5) day period shall constitute Purchaser’s decision to terminate this Section 4.2Agreement. In no event shall Purchaser be entitled to a reduction of the Purchase Price on account of any uncured New Exception.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any matters that are not Permitted Exceptions and that materially and adversely affect Buyer's title matters to the Property which are disclosed in the Title Commitments Commitment or Surveys in any update to the Title Commitment issued by the Title Company or on the Survey or any update of the Survey or new survey (herein collectively called “Liens”) ). Buyer shall deliver written notice of any such objection with respect to matters shown on the Title Commitment, the Survey or any update of the Survey or new survey, within ten five (105) days after prior to the later expiration of the Due Diligence Period, or, with respect to matters shown on any update to the Title Commitment, within the earlier of (i) two (2) business days after Buyer receives such update to the Effective Date, or Title Commitment (ii) the date of receipt of day prior to the last of the Title Commitments, the Title Documents and SurveysClosing Date. Unless Buyer shall timely object to the Liens, all such Liens and any other encumbrances which do not materially and adversely affect Buyer's title to the Property which are set forth in the Title Commitments, Title Documents any supplemental reports or Surveys are “updates to any title commitment or Survey shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty five (305) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title ObjectionsObjections in a form reasonably satisfactory to Buyer. Seller shall notify Buyer in writing within ten by the earlier of (10x) two (2) business days after receipt of Buyer’s 's notice of Title Objections and (y) the expiration of the Due Diligence Period whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or to arrange for the Title Company to endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer Buyer, on or before two (2) business days after notice of Seller's inability to or election not to remove or endorse over any Title Objections, may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgent, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 9.7 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written noticenotice in a timely manner, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2Section. Seller shall be obligated at Closing using the proceeds of the Purchase Price, to cause the release of any voluntary monetary liens or encumbrances affecting the Property, including the liens of any mortgages or deeds of trust securing borrowed monies which are secured by the Property and any involuntary monetary lien in an amount of less than $50,000 (“Monetary Liens”), which Monetary Liens shall not constitute Permitted Exceptions. If the Property shall, at the time of the Closing, be subject to any Monetary Liens, the same shall not be deemed an objection to title provided that, at the time of the Closing, either (1) Seller delivers immediately available funds at the Closing in the amount required to satisfy the same and delivers to Buyer and/or the Title Company at the Closing instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit the same as an exception to its title policy) sufficient to satisfy and discharge of record such liens and encumbrances together with the cost of recording or filing such instruments and irrevocable instructions from the lienholder(s) to release and record such instruments or (2) the Title Company will otherwise issue or bind itself to issue a policy which will insure Buyer against collection thereof from or enforcement thereof against the Property.

Certain Exceptions to Title. If Buyer shall have the right to object in writing to discovers any title matters or survey matter which are disclosed in the Title Commitments or Surveys (herein collectively called “Liens”) within ten (10) days first arose after the later of (i) the Effective Date, or (ii) the date of receipt this Agreement, which is not a Permitted Exception and which is objectionable to Buyer on the basis that it is material and adverse to the use and occupancy of the last of the Title CommitmentsReal Property as presently used and occupied or renders title unmarketable, the Title Documents and Surveys. Unless then Buyer shall timely object provide Seller with written notice of its objection to same (a “Title Objection”). If Buyer fails to make a Title Objection to any such matter within five (5) Business Days following the Liensdate that Buyer first learns of such matter, Buyer shall be deemed to have approved same, and all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are matters shall be deemed additional “Permitted Exceptions”; provided that any deed . If Buyer timely notifies Seller of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, Seller shall elect either to attempt to cure or not cure any such item by written notice sent to Buyer within five (5) Business Days after Seller’s receipt of notice from Buyer, and if Seller commits in writing to attempt to cure any such item, Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty sixty (3060) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of cure the Title Objections. In the event that Seller shall notify Buyer fail to cure a Title Objection which Seller has committed in writing within ten to attempt to cure prior to Closing (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove as the same (“Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior may be adjourned pursuant to the Closingforgoing sentence), or if Seller elects not to remove one or more Title Objections other than Monetary Liens, then Buyer may elect, as its in Buyer’s sole and exclusive remedy therefore, to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of absolute discretion: (i) three (3) business days after receipt of Seller’s to waive such Title Objection Responseand proceed to Closing, or (ii) the end to terminate this Agreement and receive a return of the Due Diligence PeriodDeposit, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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 Priceinterest thereon. If before the end For purposes of the Due Diligence Periodforegoing, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer a Title Objection shall be deemed to have elected been cured by the Title Company’s providing affirmative insurance or an endorsement with respect the Title Objection that is reasonably acceptable to waive Buyer. In no event shall Buyer be required to object to, and the term “Permitted Exceptions” shall not include, mortgages, liens, or documents evidencing liens, securing any indebtedness or any mechanics’ or materialmen’s liens or any claims or potential claims otherwise for the delivery of goods or the performance of services, each of which shall be paid in full by Seller and released at Closing. If the Property shall, at the time of the Closing, be subject to any liens such as for judgments or transfer, inheritance, estate, franchise, license or other taxes or any encumbrances or other title exceptions which would be grounds for Buyer to reject title hereunder, the same shall not be deemed an objection to title provided that, at the time of the Closing, either (a) Seller delivers certified or official bank checks at the Closing in the amount required to satisfy the same and delivers to Buyer and/or the Title Objections Company at the Closing instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit the same as an exception to its right title policy) sufficient to terminate this Agreement pursuant satisfy and discharge of record such liens and encumbrances together with the cost of recording or filing such instruments or (b) the Title Company will otherwise issue or bind itself to this Section 4.2issue a policy which will insure Buyer against collection thereof from or enforcement thereof against the Property.

Certain Exceptions to Title. Buyer Meridian shall have the right to object in writing to any title matters that are not Permitted Exceptions and that, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are disclosed in may appear on supplemental title reports or updates to the Title Commitments or Surveys Reports issued at the request of Meridian after the end of the Due Diligence Period (herein collectively called “Liens”the "OTHER LIENS") within ten five (105) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveysthereof by Meridian. Unless Buyer Meridian shall timely object to the such Other Liens, all such Other Liens and any matters which do not, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are set forth in the Title Commitments, Title Documents any such supplemental reports or Surveys are “updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer Meridian shall be herein collectively called the “Title Objections"TITLE OBJECTIONS.” Except for any Monetary Liens which Seller is obligated to remove, Seller " Prudential may elect (but shall not be obligated) to remove remove, or cause to be removed, or insured over, removed at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller Prudential shall notify Buyer Meridian in writing within ten five (105) days after receipt of Buyer’s Meridian's notice of Title Objections whether Seller Prudential elects to remove the same (“Seller’s Title Objection Response”)same. If Seller Prudential is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller Prudential elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer Meridian may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgreement, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.further

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which that are not Permitted Exceptions and that are disclosed in the Title Commitments or Surveys Commitment (herein collectively called “Liens”) within ten on or before the second (102nd) days after day prior to the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last Due Diligence Period. Buyer’s failure to disapprove the Liens in writing within such period shall constitute Buyer’s approval of the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens. All such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove”. Seller, Seller in its sole and absolute discretion, may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, 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 by, among other things, the issuance of title insurance reasonably acceptable to Buyer eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten no later than the day prior to the expiration of the Due Diligence Period (10) days after receipt of Buyer’s notice of the “Title Objections Cure Period”), whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closingexpiration of the Title Cure Period, or if Seller elects not to remove one or more Title Objections other than Monetary Liensby the expiration of the Title Cure Period, 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 on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit Period and Buyer shall be paid entitled to Buyer the immediate return of the Initial Deposit and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive waive, in writing, such Title 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. If before the end of the Due Diligence Period, Buyer fails elects to give Seller and Escrow Agent such written noticeproceed with the transaction contemplated herein, then Buyer shall be deemed to have elected to waive such those Title Objections Seller elected not to remove or endorse over and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the Liens of any financing obtained by Seller which is secured by the Property.

Certain Exceptions to Title. Buyer REIT OP shall have the right to --------------------------- object in writing to any title matters that are not Permitted Exceptions and that adversely affect REIT OP's title to the Real Property which are disclosed in (i) may appear on updates to the Xxxxxxx Title Commitments or Surveys Commitment issued at the request of REIT OP after the date hereof (herein collectively called “Liens”referred to herein as "OTHER ----- EXCEPTIONS") within ten five (105) days Business Days after the later receipt thereof by REIT OP ---------- or on a title commitment issued by REIT OP's Title Insurer, in either case, prior to the execution of (i) the Effective Date, this Agreement or (ii) arise as of record after the date execution of this Agreement and to which REIT OP objects promptly after receipt of the last of the Title Commitments, the Title Documents and Surveysnotice thereof. Unless Buyer REIT OP shall timely within such period object to the Lienssuch Other Exceptions, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Other Exceptions shall be deemed to constitute additional Permitted Exceptions”; provided provided, that if any deed of trust, Other Exception is a mortgage, judgmentmechanics' or materialmen's lien, mechanic’s lien or other encumbrance securing payment of a definite monetary amount (unless a "MONETARY ENCUMBRANCE") it shall be deemed -------------------- objected to by REIT OP whether or not such mechanic’s lien notice is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (given. Any such Monetary Encumbrance, together with any of the foregoingother exceptions to which REIT OP shall have timely objected, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller herein collectively referred to as "SUBSEQUENT TITLE ---------------- OBJECTIONS." Prudential shall be obligated to Remove (as defined below) any ---------- Subsequent Title Objection, which Prudential shall have voluntarily placed or permitted to be placed upon or against the Property. Prudential shall use reasonable efforts to remove same at any Subsequent Title Objection which was involuntarily placed upon or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called against the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but Real Property provided in such case Prudential shall not be obligatedrequired to spend more than Two Hundred Fifty Thousand Dollars ($250,000) to remove or cause to be removed, or insured over, at its expense, any Title Objections, and the same. Prudential shall be entitled at Prudential's election by notice to a reasonable adjournment of REIT OP to extend the Closing (not to exceed thirty ninety (3090) days) for the purpose of in order to provide Prudential additional time in which to Remove any such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Subsequent Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)Objection. If Seller Prudential is unable to remove or endorse over Remove any Subsequent Title Objections Objection prior to the ClosingClosing as provided herein, or if Seller elects not to remove one or more Title Objections other than Monetary Liens, Buyer REIT OP may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit Letter Credit shall be paid returned to Buyer REIT OP and, thereafter, the parties shall have no further rights or obligations hereunder hereunder, except for those obligations which as provided in any section hereof that by its terms expressly survive the provides that it survives any termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement), or (b) waive such Subsequent Title Objections, in which event such Subsequent 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.

Certain Exceptions to Title. Notwithstanding the provisions of Section 3.1, Buyer shall have the right to object in writing to any title matters that materially adversely affect title to the Real Property which are disclosed in appear on the Title Commitments Report or Surveys on the Survey (herein collectively called “the "Other Liens”) within ten (10) days after "), provided that Buyer shall use diligent efforts to identify and timely notify Seller of any Other Liens as soon as possible, but in no event later than the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last of the Title Commitments, the Title Documents and SurveysDue Diligence Period. Unless Buyer shall timely object to such Other Liens prior to expiration of the Due Diligence Period, or within five (5) days after Buyer's receipt of any subsequent update to the Title Report reflecting Other Liens, all such Other Liens and any matters which do not materially adversely affect Buyer's title to the Real Property which are set forth in the Title Commitments, Title Documents or Surveys are “any such updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” Except for " Seller shall be required to remove or cause to be removed at its expense any Monetary Liens which Title Objections only to the extent that (i) any Title Objections may be removed or satisfied by the payment of a liquidated sum of money, and the cost of removing the same shall not exceed Five Thousand Dollars ($5,000.00) in the aggregate (the "Mandatory Cure Amount"), or (ii) such Title Objection relates to a mortgage, deed of trust, security agreement, judgment against Seller, or mechanics or construction lien created by or through Seller is obligated to removeor any agent of Seller, regardless of the amount thereof (collectively, "Seller's Liens"). In addition, Seller may elect (but shall not be obligated) to remove, or cause to be removed at its expense, any other Title Objections. If Seller either is required to or elects to remove or cause to be removed, or insured over, at its expense, removed any Title Objections, and Seller 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections, provided that said insurance must be satisfactory to Buyer in its reasonable discretion. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if removal is voluntary and Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (ai) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgreement, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (bii) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right receive a credit against the Balance in the amount necessary to terminate this Agreement pursuant clear any Seller's Liens or any other Title Objections which may be removed or satisfied by the payment of a liquidated sum of money (but not to this Section 4.2.exceed the

Certain Exceptions to Title. Buyer The Purchaser shall have the right to object in writing to any title matters which that are not Permitted Real Property Encumbrances that are disclosed in the Title Commitments any title commitment (or Surveys (herein collectively called “Liens”any update thereof) within ten (10) days Business Days after receipt thereof by delivering written notice to the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and SurveysSeller. Unless Buyer the Purchaser shall timely object to the Liensany such title matters, all such Liens title matters shall be deemed to constitute additional Permitted Real Property Encumbrances. Any such title matters which are set forth in the Title Commitments, Title Documents or Surveys are “not Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller Real Property Encumbrances and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer the Purchaser shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, The Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, removed any Title Objections, 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 oromitting the Title Objections as exceptions to coverage; provided, that the Seller must so remove and satisfy of record any mortgage, lien, judgment or other Title Objection which may be so removed and satisfied by the payment of a liquidated sum of money. In the event that the Purchaser elects to purchase an owner’s title insurance policy, such policy shall be an ALTA 1992 form owner’s title insurance policy with respect to the Real Property and the Improvements, insuring the Project Company as the fee simple owner in the amount of that portion of the Purchase Price allocated to the Real Property and Improvements, deleting all requirements listed in ALTA Schedule B-1, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior only to the ClosingPermitted Real Property Encumbrances, and providing for endorsements requested by the Purchaser which may be issued by title insurance companies in the State of Florida, including, without limitation, ALTA 9 (comprehensive endorsement), same-as-survey, access, tax lot, contiguity, subdivision and non-imputation endorsements. The Seller hereby agrees to execute and deliver any affidavit, indemnification or if Seller elects not to remove one other information reasonably required by the title insurer in connection with the issuance of a non-imputation endorsement (or more Title Objections any other than Monetary Liens, Buyer may elect, as its sole and exclusive remedy therefore, to either (aendorsement) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before otherwise in connection with the later issuance of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2title insurance policy.

Certain Exceptions to Title. With respect to any title matters (herein collectively called “Title Matters”) that are shown as exceptions in the Title Commitment or reflected in the Survey, Buyer shall have the right, in its sole and absolute discretion, to object in writing to such Title Matters at any time on or prior to the expiration of the Due Diligence Period. With respect to any new Title Matters (i.e., Title Matters not shown in the Title Commitment) shown in any updated title report or survey delivered after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to such new Title Matters at any title matters which are disclosed in time on or prior to the Title Commitments or Surveys (herein collectively called “Liens”) within ten (10) days after the later earlier of (i) the Effective Datefive (5) Business Days after receipt by Xxxxx of an updated title report or survey, in writing, disclosing such new Title Matters, or (ii) two (2) Business Days prior to the Closing Date; provided, however, that Buyer shall have not less than two (2) Business Days from the date of receipt of the last of the such updated title report or survey, in writing, disclosing such Title CommitmentsMatters to object to such notice, and if necessary, the Title Documents and SurveysClosing Date shall be postponed to afford the Buyer such time to object. Unless If Buyer shall fails to object in a timely object manner to the Liensnew Title Matters within such time period, all such Liens new Title Matters shall be deemed Permitted Exceptions. Any Title Matters which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer Xxxxx in a timely manner, shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any such Title ObjectionsObjection, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty fifteen (3015) days) for the purpose of such removal, which removal will be deemed effected by when such Title Matter no longer encumbers the issuance Real Property of title insurance eliminating orrecord; provided, subject however, that any such Title Matters shall be considered removed following written notice thereof to Buyer’s approval not to be unreasonably withheld or delayed, insuring against Buyer and on the effect of date the Title ObjectionsCompany irrevocably commits to issue the Title Policy without reference to the Title Matter that is the subject of such Title Objection. Seller shall notify Buyer in writing within ten no later than three (103) days after following receipt of BuyerXxxxx’s notice of any Title Objections whether Seller elects to remove the same Title Objections set forth in each such notice (“Seller’s Title Objection Response”and if necessary, the Closing Date shall be postponed to allow Seller such time to so notify Buyer). If Except as provided below with respect to Mandatory Cure Items, if Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may electelect by written notice to Seller and Escrow Agent no later than two (2) days after the date on which Buyer is notified in writing that Seller is unable or unwilling to so remove such Title Objections (and if necessary, the Closing Date shall be postponed to afford Buyer such time to elect either of the following remedies), as its sole and exclusive remedy thereforetherefor, to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgent, in which event the Deposit shall be paid returned to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.1111.11, or (b) waive such Title Objections, in which event the Title Matters that are the subject of such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer Xxxxx fails to give Seller Xxxxxx and Escrow Xxxxxx Agent such written noticenotice as and when required hereunder, then Buyer Xxxxx shall be deemed to have elected to waive such Title Objections pursuant to subsection (b) of the preceding sentence and its right to terminate this Agreement with respect to such Title Objection pursuant to subsection (a) of the preceding sentence. Notwithstanding the foregoing, (i) in the event Seller agrees but subsequently fails to remove one or more Title Objections prior to the Closing, Buyer may elect by written notice to Seller and Escrow Agent no later than five (5) days after the date on which Buyer is notified in writing that Seller is no longer able or willing to so remove such Title Objections (and if necessary, the Closing Date shall be postponed to afford Buyer such time to elect either of the following remedies), as its sole and exclusive remedy therefor, to either (a) terminate this Section 4.2Agreement by giving written notice to Seller and Escrow Agent, in which event the Deposit shall be returned to Buyer, Buyer shall be entitled to a reimbursement by Seller of out of pocket expenses in an amount not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00), and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 9.6 and 11.11, or (b) waive such Title Objections, in which event the Title Matters that are the subject of 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; and (ii) Seller shall be obligated at or prior to Closing to cause the Mandatory Cure Items to be paid, satisfied and released (as applicable).

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which are disclosed in the Title Commitments Commitment or Surveys Survey within a period of time commencing on the Effective Date and ending on the later of (herein collectively called “Liens”a) within the expiration of the Due Diligence Period, and (ii) ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of Title Commitment and the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto)Documents. Any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, " Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, (subject to Buyer's reasonable approval) at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title ObjectionsObjections (subject to Buyer's reasonable approval). Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, or five (5) business days after Seller's notice of its election to cure, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 9.7 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which are secured by the Property. Items not objected to by Buyer during the time frame set forth in Section 4.24.2 shall be "Permitted Exceptions."

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which that are not Permitted Exceptions and that are disclosed in the Title Commitments or Surveys Preliminary Report (herein collectively called “LiensTitle Matters”) within ten ), and has delivered a title objection letter to Seller dated as of June 1, 2021 (10) days after being the later of (i) fourteenth day prior to the Effective Date, or (ii) the date of receipt expiration of the last of the Title Commitments, the Title Documents and SurveysDue Diligence Period). Unless Buyer shall timely Buyer’s failure to object to the Liens, any Title Matters in writing prior to such time shall constitute Buyer’s approval of all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) Matters. Excluded Exceptions shall not be considered Permitted Exceptions hereunder hereunder, whether Buyer gives written notice of such or not, and Seller shall be obligated removed, caused to remove same be removed or insured over by Seller at or prior to Closing hereunder (irrespective or whether before Closing, the same being a condition precedent for the benefit of Buyer has specifically objected thereto)hereunder. Any exceptions All such Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens ”. Seller shall have until 5:00 p.m. Pacific Time on June 11, 2021, (being the fourth day prior to the expiration of the Due Diligence Period) in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller is obligated to will remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured overover the Title Objection(s) prior to the Closing, at its expenseor (b) that Seller will not remove, cause to be removed or insure over the Title Objection(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove, cause to be removed, or insure over any Title Objections. If Seller elects to insure over any Title Objections, Seller shall so state in its response to Buyer, and Buyer shall have the right to reject the insurance over on or before the expiration of the Due Diligence Period. If Buyer does not deliver written notice of its objection to insurance over on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have accepted it. If Buyer objects to any insurance over prior to the expiration of the Due Diligence Period, then this Agreement shall terminate as of the end of the Due Diligence Period. Seller, at its election (without any obligation to do so), shall be entitled to cause a reasonable adjournment of the Closing (not to exceed thirty (30) days) , for the purpose of such removalremoval or insurance over. Removal or insurance over with respect to any Title Objections (including those described in Section 4.3, which removal below) will be deemed effected by upon the issuance of title insurance reasonably acceptable to Buyer eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one any Title Objection, whether by giving notice thereof or more Title Objections other than Monetary Liensby failing to give notice, then Buyer may elect, as its sole and exclusive remedy therefore, to either (a) elect to terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid returned to Buyer (less the Independent Consideration) and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, Agreement; or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails elects to give Seller and Escrow Agent such written noticeproceed with the transaction contemplated herein, then Buyer shall be deemed to have elected to waive such those Title Objections Seller elected not to remove or cause to be removed or endorsed over and its right to terminate this Agreement pursuant to this Section 4.2. Buyer and Seller acknowledge that Seller has no obligation to cure any Title Objections (other than Excluded Exceptions).

Certain Exceptions to Title. Buyer REIT OP shall have the right to --------------------------- object in writing to any title matters that are not Permitted Exceptions and that adversely affect REIT OP's title to the Real Property which are disclosed in (i) may appear on updates to the Xxxxxxx Title Commitments or Surveys Commitment issued at the request of REIT OP after the date hereof (herein collectively called “Liens”referred to herein as "OTHER ----- EXCEPTIONS") within ten five (105) days Business Days after the later receipt thereof by REIT OP ---------- or on a title commitment issued by REIT OP's Title Insurer, in either case, prior to the execution of (i) the Effective Date, this Agreement or (ii) arise as of record after the date execution of this Agreement and to which REIT OP objects promptly after receipt of the last of the Title Commitments, the Title Documents and Surveysnotice thereof. Unless Buyer REIT OP shall timely within such period object to the Lienssuch Other Exceptions, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Other Exceptions shall be deemed to constitute additional Permitted Exceptions”; provided provided, that if any deed of trust, Other Exception is a mortgage, judgmentmechanics' or materialmen's lien, mechanic’s lien or other encumbrance securing payment of a definite monetary amount (unless a "MONETARY ENCUMBRANCE") it shall be deemed objected -------------------- to by REIT OP whether or not such mechanic’s lien notice is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (given. Any such Monetary Encumbrance, together with any of the foregoingother exceptions to which REIT OP shall have timely objected, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller herein collectively referred to as "SUBSEQUENT TITLE ---------------- OBJECTIONS." Prudential shall be obligated to Remove (as defined below) any ---------- Subsequent Title Objection, which Prudential shall have voluntarily placed or permitted to be placed upon or against the Property. Prudential shall use reasonable efforts to remove same at any Subsequent Title Objection which was involuntarily placed upon or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called against the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but Real Property provided in such case Prudential shall not be obligatedrequired to spend more than Two Hundred Fifty Thousand Dollars ($250,000) to remove or cause to be removed, or insured over, at its expense, any Title Objections, and the same. Prudential shall be entitled at Prudential's election by notice to a reasonable adjournment of REIT OP to extend the Closing (not to exceed thirty ninety (3090) days) for the purpose of in order to provide Prudential additional time in which to Remove any such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Subsequent Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)Objection. If Seller Prudential is unable to remove or endorse over Remove any Subsequent Title Objections Objection prior to the ClosingClosing as provided herein, or if Seller elects not to remove one or more Title Objections other than Monetary Liens, Buyer REIT OP may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit Letter Credit shall be paid returned to Buyer REIT OP and, thereafter, the parties shall have no further rights or obligations hereunder hereunder, except for those obligations which as provided in any section hereof that by its terms expressly survive the provides that it survives any termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement), or (b) waive such Subsequent Title Objections, in which event such Subsequent 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.

Certain Exceptions to Title. Prior to November 17, 1998, Buyer shall have the right to object in writing to any title matters that materially adversely affect Buyer's title to the Real Property which are disclosed in may appear on the Title Commitments PTR, any supplemental title reports or Surveys updates to the PTR issued at the request of Buyer after the date hereof or any surveys of the Real Property (herein collectively called “Liens”) within ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the "Title Commitments, the Title Documents and SurveysDefects"). Unless Buyer shall timely object to the Lienssuch Title Defects, all such Liens Title Defects and any matters which do not materially adversely affect Buyer's title to the Real Property which are set forth on the PTR or in the Title Commitments, Title Documents any such supplemental reports or Surveys are “updates shall be deemed to constitute "Acceptable Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto)". Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, The applicable Seller may elect (but shall not be obligated) to remove remove, or cause to be removed, or insured over, removed at its expense, any Title ObjectionsDefects that are timely objected to by Buyer, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title ObjectionsDefects. The applicable Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections Defects whether such Seller elects to remove the same (“Seller’s Title Objection Response”)same. If such Seller is unable to remove or endorse over any Title Objections Defects prior to the Closing, or if such Seller elects not to remove one or more Title Objections other than Monetary LiensDefects, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice not to Seller and Escrow Agent on purchase the Property or before the later of (i) three (3) business days after receipt of Seller’s Properties that may be subject to such Title Objection Response, or (ii) the end of the Due Diligence PeriodDefects, in which event the Deposit shall be paid to Buyer and, thereafter, the parties shall thereafter have no further rights or obligations hereunder with respect to such Property or Properties except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title ObjectionsDefects, in which event such Title Objections Defects shall be deemed additional “"Acceptable Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before Price (it being understood and agreed that the end funding by the Buyer of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer Second Deposit shall be deemed to have elected constitute a waiver of all Title Defects which the applicable Seller has not, prior to waive the time the Second Deposit is funded, agreed to remove or cause to be removed in accordance with this Section 5.2). Notwithstanding the foregoing, in the event that Buyer makes the election set forth in clause (a) in the preceding sentence, the Sellers may, within three (3) Business Days of receipt of written notice from Buyer of such Title Objections and its right election, elect to terminate this Agreement pursuant in its entirety, in which event the Sellers shall refund the Deposit to the Buyer and thereafter, the parties shall have no further rights or obligations under this Section 4.2Agreement except for obligations which expressly survive the termination of this Agreement.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which that are disclosed in the Title Commitments or Surveys not Permitted Exceptions (herein collectively called “Liens”"LIENS") within ten (10) days after receipt of the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title CommitmentsCommitment, the Title Documents and SurveysSurvey or Updated Survey. Unless Buyer shall timely object to the Liens, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections"TITLE OBJECTIONS.” Except for any Monetary Liens which Seller is obligated to remove, " Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the issuance of title insurance eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, 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 on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid 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 as set forth in Sections SECTIONS 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2SECTION 4.

Certain Exceptions to Title. Buyer Meridian shall have the right to object in writing to any title matters that are not Permitted Exceptions and that, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are disclosed in may appear on supplemental title reports or updates to the Title Commitments or Surveys Reports issued at the request of Meridian after the end of the Due Diligence Period (herein collectively called “Liens”the "OTHER LIENS") within ten five (105) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveysthereof by Meridian. Unless Buyer Meridian shall timely object to the such Other Liens, all such Other Liens and any matters which do not, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are set forth in the Title Commitments, Title Documents any such supplemental reports or Surveys are “updates shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer Meridian shall be herein collectively called the “Title Objections"TITLE OBJECTIONS.” Except for any Monetary Liens which Seller is obligated to remove, Seller " Prudential may elect (but shall not be obligated) to remove remove, or cause to be removed, or insured over, removed at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller Prudential shall notify Buyer Meridian in writing within ten five (105) days after receipt of Buyer’s Meridian's notice of Title Objections whether Seller Prudential elects to remove the same (“Seller’s Title Objection Response”)same. If Seller Prudential is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller Prudential elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer Meridian may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgreement, in which event the Deposit shall be paid 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 as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title 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. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2.deemed

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitments Commitment or Surveys the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “LiensTitle Matters”) within ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last ). Buyer shall promptly forward to Seller a copy of the Title CommitmentsCommitment and updated Survey (or the Buyer’s Survey obtained by Buyer, the Title Documents and Surveysif any) within two (2) business days after receipt. Unless Buyer shall timely object to the LiensTitle Matters, all such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Matters shall be deemed to constitute Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, removed at its expense, any Title Objections, 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 re-issuance or amendment of title insurance the Title Commitment eliminating or, subject to at Buyer’s approval not to be unreasonably withheld or delayedsole discretion, insuring against the effect of the such Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections Objections, whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, to either (a) terminate this Agreement by giving providing written notice to Seller and Escrow Agent on or before the later of within five (i5) three (3) business days after receipt of Seller’s Title Objection Response, or Response either to (iia) the end of the Due Diligence Periodterminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the parties Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive such Title 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. If before Notwithstanding the end foregoing, Seller shall be obligated at Closing to cause the release of the Due Diligence Periodliens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to through or under Seller. Except as expressly provided in this Section 4.24.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters which that are not Permitted Exceptions and that are disclosed in the Title Commitments or Surveys Commitment (herein collectively called “Liens”) within ten on or before the fifth (105th) days after day prior to the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last Due Diligence Period. Buyer’s failure to disapprove the Liens in writing within such period shall constitute Buyer’s approval of the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens. All such Liens which are set forth in the Title Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove”. Seller, Seller in its sole and absolute discretion, may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, 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 by, among other things, the issuance of title insurance reasonably acceptable to Buyer eliminating or, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten no later than the day prior to the expiration of the Due Diligence Period (10) days after receipt of Buyer’s notice of the “Title Objections Cure Period”), whether Seller elects to remove the same same. Notwithstanding the above, as an additional Buyer Conditions Precedent (See 9.3.6 hereof) but not as a covenant of Seller, Seller shall have obtained the termination of, the deletion from the Title Commitment and Buyer’s Owner’s Policy, or have made arrangements to otherwise insure over that certain drainage easement granted to the State of California on February 7, 1967, pursuant to Grant Deed recorded in Book 2252, Page 604 of the Official Records of Sonoma County, California (the “Seller’s Title Objection ResponseDrainage Easement”). If Except as set forth in the preceding sentence, if Seller is unable to remove or endorse over any Title Objections prior to the Closingexpiration of the Title Cure Period, or if Seller elects not to remove one or more Title Objections other than Monetary Liensby the expiration of the Title Cure Period, 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 on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid to Buyer Period and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11Agreement, or (b) waive waive, in writing, such Title 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. If before the end of the Due Diligence Period, Buyer fails elects to give Seller and Escrow Agent such written noticeproceed with the transaction contemplated herein, then Buyer shall be deemed to have elected to waive such those Title Objections Seller elected not to remove or endorse over and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the Liens of any financing obtained by Seller which is secured by the Property other than the Loan. Buyer expressly acknowledges and agrees that Seller shall not be deemed in default of this Agreement if Seller is unable to remove, endorse over or otherwise insure over the Drainage Easement and Buyer’sole remedy in the event Seller is unable to remove, endorse over or otherwise insure over the Drainage Easement shall be terminate this Agreement and receive a full refund of the Deposit less that amount Seller is entitled to retain pursuant to Section 2.3.4, above.

Certain Exceptions to Title. Buyer Unless Transferee shall have the right to object in writing to any title matters which are disclosed in the Title Commitments or Surveys (herein collectively called “Liens”) within ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitments, the Title Documents and Surveys. Unless Buyer shall timely object to the Liens, all such Liens which are encumbrance set forth in the Title CommitmentsCommitment within fifteen (15) business days of its receipt of same, Title Documents or Surveys are “all such encumbrances, liens and restrictions shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer Transferee in writing and which are not otherwise herein described as Permitted Exceptions shall be herein collectively called the “"Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller " Transferor may elect (but shall not be obligated) to remove or cause to be removed, or insured over, at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller Transferor shall notify Buyer Transferee in writing ("Transferor's Title Response") within ten twenty (1020) business days after receipt of Buyer’s Transferee's notice of Title Objections whether Seller Transferor elects to remove attempt to remove, or cause to be removed, the same (“Seller’s Title Objection Response”)Objections. If Seller Transferor is unable or elects not to remove or endorse over cause to be removed any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary Liens, Buyer Transferee may elect, as its sole and exclusive remedy therefore, to either either: (a) terminate this Agreement by giving written notice to Seller and Escrow Agent on or before the later of Transferor within ten (i) three (310) business days after Transferee’s receipt of Seller’s Transferor's Title Objection Response, or (ii) the end of the Due Diligence Period, in which event the Deposit shall be paid to Buyer Response and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, Agreement; or (b) waive such Title 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 Priceprovided. If before the end of the Due Diligence Period, Buyer fails to give Seller ten (10) business day period expires and Escrow Agent Transferee has not provided Transferor with such written notice, then Buyer Transferee shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2Section.

Certain Exceptions to Title. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the commitment for title insurance (including supplemental reports and updates) (“Title Commitments Commitment”) or Surveys Survey (herein collectively called “Liens”) within ten (10) days during the Due Diligence Period and after the later of (i) the Effective Date, or (ii) the date of receipt expiration of the last Due Diligence Period to the extent such matters are first shown on Title Commitment updates and/or the Survey after the expiration of the Title Commitments, the Title Documents and SurveysDue Diligence Period. Unless Buyer shall timely object to the Liens, all such Liens which are set forth in and any such supplemental reports or updates (to the Title Commitments, Title Documents or Surveys are “extent not objected to by Buyer as provided above) shall be deemed to constitute additional Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be obligated to remove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed, or insured over, removed at its expense, any Title Objections, 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, subject to Buyer’s approval not to be unreasonably withheld or delayed, insuring against the effect of the Title Objections. Seller shall notify Buyer in writing within ten (10) business days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”)same. If Seller is unable to remove or endorse over any Title Objections prior to the Closing, or if Seller elects not to remove one or more Title Objections other than Monetary LiensObjections, Buyer may elect, as its sole and exclusive remedy therefore, elect to either (a) terminate this Agreement by giving written upon notice to Seller and Escrow Agent on or before the later of (i) three (3) business days after receipt of Seller’s Title Objection Response, or (ii) the end of the Due Diligence PeriodAgent, in which event the Deposit Deposit, together with any interest earned thereon, shall promptly be paid to Buyer by Escrow Agent and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 9.7 and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before Notwithstanding the end above, Seller hereby agrees that it shall (a) satisfy any other mortgage or deed of trust or other monetary liens placed on the Property by Seller, and (b) cause the removal (by bonding, payment to the Title Company, or otherwise) of other monetary liens encumbering the Property (other than any liens caused by (or relating to) the acts or omissions of the Due Diligence PeriodBuyer, Buyer fails the Licensed Parties or any tenants at the Premises) in an amount not to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2exceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate.