Common use of Condition of Title Clause in Contracts

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated update of the Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated update of the Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, which in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified in (i) in the preceding sentence above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentencesentence and notifies purchaser of same, Purchaser may either (x) proceed to Closing and receive a credit of up to $25,000.00 against the Purchase Price or (y) terminate this Agreement upon notice to Seller within five ten (510) days after receipt of notice from Seller stating its election not to cure said Unpermitted Exception or, if notice is not delivered, the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchasers right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with intention to prevent the sale of the Property in accordance with the terms hereof, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special limited warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five seven (57) days after the expiration of said thirty (30) day periodperiod provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $100,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo deposited into the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof, Seller will cure such Unpermitted Exception. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or a date-down to the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five seven (57) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. IfA. If after delivery of the Title Notice to Seller, but prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses an Unpermitted Exception (other than the current financing secured by the Property, which will be satisfied by Seller at Closing or assumed by Purchaser at Closing pursuant to the Updated Survey discloses any new Unpermitted Exceptionterms hereof), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expenseCommitment, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0050,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Minor Unpermitted ExceptionsExceptions at no additional premium to Purchaser, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal equals or exceed exceeds $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Unpermitted ExceptionsExceptions at no additional premium to Purchaser. In such event, the The time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentencesentence of this Paragraph 5A, Purchaser may terminate this Agreement upon notice to Seller within five notxxx xx Xxxxxx xxxxxx xxve (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $50,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the immediately preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exceptionterminate this Agreement. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.15A, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser together Purchaxxx xxxether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. B. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions, Disapproved Title Exceptions waived by Purchaser and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.16.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new an Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller's expense to bond over, cure and/or remove any Unpermitted Exceptions from the Title Commitment will, in the aggregate, exceed $25,000, Seller shall notify Purchaser in writing within ten (10) days of receiving knowledge of such Unpermitted Exceptions, whether Seller intends to seek to bond over, cure and/or remove such Unpermitted Exceptions from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate sentence then this Agreement upon shall terminate unless Purchaser gives Seller written notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from period that Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said waives such Unpermitted ExceptionExceptions. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.16.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser together Purchaxxx xxxether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 78. 5.26.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. 5.1 If, prior to "Closing" Closing (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0025,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have no obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions except that Seller shall discharge any new Unpermitted Exception caused by the affirmative action or omission of Seller or its agents. Seller shall undertake the action required by this Section 5.1, or if any, with respect to any Unpermitted Exception within three (ii3) have business days from Seller's receipt of the right, but not date down to the obligation, Title Commitment. If Seller offers to bond over, cure and/or have insure over any new Unpermitted Exceptions which, in the aggregate, aggregate equal or exceed $25,000.00, removed from the Title Commitment or 25,000 but Purchaser refuses to have the Title Insurer commit to insure against loss or damage that may be occasioned by accept insurance over such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within five three (53) business days after written notice from Seller of its failure to cure any such Unpermitted Exception; provided, however, and notwithstanding anything contained herein to the expiration contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of said thirty the affirmative action or omission of Seller or its agent, (30and not by any unrelated third party) day periodand Seller fails to terminate the effect of such matter as an encumbrance on title in a timely manner, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to not take title subject to said Unpermitted Exception. If Subject to the foregoing, if Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller those covenants and restore the Property, as more fully set forth in Paragraph 7obligations that specifically survive termination of this Agreement. 5.2. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived approved by PurchaserPurchaser in accordance with Paragraph 5.1 above.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of Purchaser's notification to Seller of such new Unpermitted Exception (which will be given by Purchaser, if at all, not later than five (5) business days after Purchaser's receipt of the date-down to the Title Commitment or the Updated SurveySurvey and any related underlying documents, as applicable), at Seller's expense, to (i) bond overover with a bonding company reasonably satisfactory to Purchaser, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0075,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser, or (ii) have the right, but not the obligation, to bond overover (with a bonding company reasonably satisfactory to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.0075,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. Purchaser may, at Purchaser's sole cost and expense, and without any liability to Seller, bond over any Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow Escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special limited warranty deed (the "Deed") in the form of Exhibit E and otherwise in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser. 5.3. Seller agrees that if any special assessment applicable to the Property is enacted prior to the Closing Date, notwithstanding Paragraph 3.4(b), Purchaser shall have the right to terminate this Agreement by written notice to Seller within five (5) business days after Purchaser has actual notice of such enactment. If this Agreement is terminated in accordance with the terms of this Paragraph 5.3, this Agreement shall be null and void without further action of the parties and all Earnest Money, together with accxxxx xxterest thereon shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller, as more fully set forth in Paragraph 7.1.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo deposited into the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicableCommitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00 or which have arisen by the affirmative, intentional acts of Seller (such acts being hereinafter referred to as "Intentional Acts"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00 (and which are not Intentional Acts), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five ten (510) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser together with togethxx xxxx any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for for: (i) Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7; and (ii) for Purchaser's rights as set forth in Paragraph 15 hereof if the Unpermitted Exceptions do not exceed $100,000 in the aggregate, or have arisen as a consequence of the Intentional Acts of Seller. 5.2. Seller agrees to convey convey: (i) fee simple title to the Fee Property to Purchaser or Purchaser's nominee by special limited warranty deed (the "Deed") (in the form attached hereto as Exhibit H) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived waived, in writing, by Purchaser.; and (ii) the Leasehold Estate to Purchaser by assigning to Purchaser all of Seller's right, title and interest in the Ground Lease (the "Assignment and Assumption Ground Lease") (in the form attached hereto as Exhibit I). As used in this Agreement, the term "Ground Lease" means that certain Lease Agreement dated June 29, 1972 between The Massell Companies (the "Original Ground Lessor") and Glenn E. Hicks, Jr. Xxxxxs O. Hicks, David A. Pendley and H. Jack Pendlxx, Xx. (xxxxxxxxxxlx, xxx "Xxxxxxxl Xxxxxx Xxxxxx"), as amenxxx xx Xxxxxxxxx to Lease Agreement dated May 15, 1973 between the Original Ground Lessor and the Original Ground Lessee. The Original Ground Lessor has assigned its interest in the Ground Lease to Selig Enterprises, Inc. (the "Ground Lessor"). The Original Ground Lesxxx xssigned its interest in the Ground Lease to Piedmont-Courtland Associates who in turn assigned its interest in the Ground Lease to Seller. A copy of the Ground Lease as amended and assigned as aforesaid is attached hereto as Exhibit J.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof, Seller will cure such Unpermitted Exception. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaserby trustee's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. 5.1 If, prior to "Closing" Closing (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0025,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have no obligation to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) Exceptions and Purchaser shall have the right, but not the obligation, no obligation to accept title insurance over such Unpermitted Exception. If Seller fails to bond over, cure and/or or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty five (305) day period business days from the date of the date down to the Title Commitment, or if Seller elects not offers to exercise its rights under (ii) insure over any new Unpermitted Exceptions which, in the preceding sentenceaggregate equal or exceed $25,000 but Purchaser refuses to accept insurance over such Unpermitted Exception, Purchaser may terminate this Agreement upon written notice to Seller within five three (53) days after the expiration of said thirty such five (305) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller with the intention of preventing the sale (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller those covenants and restore the Property, as more fully set forth in Paragraph 7obligations that specifically survive termination of this Agreement. 5.2. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived not objected to by PurchaserPurchaser in accordance with Paragraph 5.1 above.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of Purchaser's notification to Seller of such new Unpermitted Exception (which will be given by Purchaser, if at all, not later than five (5) business days after Purchaser's receipt of the date-down to the Title Commitment or the Updated Survey, as applicable), at Seller's expense, to (i) bond overover with a bonding company reasonably satisfactory to Purchaser, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser, or (ii) have the right, but not the obligation, to bond overover (with a bonding company reasonably satisfactory to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. Purchaser may, at Purchaser's sole cost and expense, and without any liability to Seller, bond over any Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special limited warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser. 5.3. Seller agrees that if a special assessment is enacted prior to the Closing Date, notwithstanding Section 3.4(b), Purchaser shall have the right to terminate this Agreement by written notice to Seller within five (5) days after Purchaser has actual notice of such enactment.

Condition of Title. 5.1Not later than ten (10) days after the date of this Agreement, SELLER shall obtain a preliminary title report with extended coverage ("Title Commitment") on the Premises and Area B in the amount of the Purchase Price from First American Title Company of Nevada ("Title Company"). If, prior to "Closing" (as hereinafter defined), a date-down to If the Title Commitment reveals any title exceptions, encumbrances or the Updated Survey discloses any new Unpermitted Exceptionconditions which are unacceptable to BUYER, Seller BUYER shall have give notice thereof to SELLER not later than thirty (30) days from the date of the date-down to the Title Commitment or the Updated Surveythis Agreement, as applicable, at Seller's expense, to (i) bond over, cure and/or and SELLER shall have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after receipt of such notice in which (a) to cure same to BUYER's satisfaction and furnish a later report showing the expiration defect cured or removed, or (b) if such exceptions, encumbrances or conditions can be cured solely by payment of said thirty (30) day additional title insurance premiums, to arrange for satisfaction of same out of SELLER's proceeds at closing. In the event SELLER is unable or unwilling to cure the unacceptable exceptions, encumbrances or conditions within the aforesaid period. Absent notice , BUYER may withdraw from Purchaser to Seller this transaction in accordance with the preceding sentenceprovisions of Article 11 hereof. If, Purchaser shall be deemed at closing, SELLER is unable to have elected deliver title to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement the Premises in the same condition as accepted by BUYER in accordance with the terms of this Paragraph 5.1hereof, this Agreement then BUYER shall become null elect as its sole remedy for such failure either (a) to waive such defects and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple accept title to the Property Premises and Area B "as is" or (b) to Purchaser withdraw from this transaction in accordance with the provisions of Article 11 hereof and receive a full refund of the Option consideration paid under Article 1. BUYER may unilaterally extend the date for closing sixty (60) days to afford SELLER additional time within which to cure the unacceptable exceptions, encumbrances or Purchaserconditions (without prejudice to BUYER's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and rights under any Unpermitted Exceptions waived by Purchaserother provision of this Agreement).

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated SurveyCommitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0075,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.0075,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $75,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $75,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentencethis Paragraph 5.1, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment Commitment, the Existing Survey, or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. In the event Seller elects not to exercise its right under clause (ii) of this Paragraph 5.1, and if Purchaser, as a result of the Unpermitted Exception which Seller has elected not to cure, terminates this Agreement, then Seller shall, immediately upon demand by Purchaser, reimburse purchaser for all documented third-party costs and expenses incurred by Purchaser in connection with this Agreement, up to a maximum of $25,000. Such third party costs shall include, without limitation, fees and expenses payable by Purchaser to its legal counsel, costs of third-party, tests and investigations obtained by Purchaser in its examination of the Property, and travel expenses incurred by Purchaser and its employees and agents in connection with Purchaser's examination of the Property. Absent notice from Purchaser to Seller in accordance with the preceding sentenceof Purchaser's election to terminate this Agreement as a result of an Unpermitted Exception, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7, and Seller's obligation to reimburse Seller for expenses as set forth in this Paragraph 5.1 above. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond overover (in a manner reasonably acceptable to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond overover (in a manner reasonably acceptable to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) business days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo depositex xxxx the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived in writing by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new an Unpermitted ExceptionException (other than the current financing secured by the Property described in the Title Commitment as Schedule C, item 5, which will be released at Closing), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller's expense to bond over, cure and/or remove any Unpermitted Exceptions from the Title Commitment will, in the aggregate, exceed $25,000, Seller shall notify Purchaser in writing within ten (10) days of receiving knowledge of such Unpermitted Exceptions, whether Seller intends to seek to bond over, cure and/or remove such Unpermitted Exceptions from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate sentence then this Agreement upon shall terminate unless Purchaser gives Seller written notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from period that Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said waives such Unpermitted ExceptionExceptions. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicableCommitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0050,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions as reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods, but in no event may Closing be extended more than 2 business days after the thirty (30) day period. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by an unrelated third party) which prevents the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $50,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property Real Estate to Purchaser or Purchaser's nominee by special limited warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated SurveyCommitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five ten (510) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty grant deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00250,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00250,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $250,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $250,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 hereof. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed a Deed C (the "Deed") in recordable form subject only to the Permitted Exceptions, Disapproved Title Exceptions waived by Purchaser, and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure cure, cause the Title Insurer to insure over and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have any such new Unpermitted Exceptions which can be bonded over, cured, insured over by the Title Insurer commit and/or removed from the Title Commitment for an aggregate cost to insure against loss or damage that may be occasioned by such Seller not to exceed $100,000 (a "Minor Unpermitted ExceptionsException"), or (ii) have the right, but not the obligation, to bond over, cure cure, cause the Title Insurer to insure over and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have any Unpermitted Exceptions which can be bonded over, cured, insured over by the Title Insurer commit and/or removed from the Title Commitment for an aggregate cost to insure against loss Seller equal to or damage that may be occasioned by such Unpermitted Exceptionsin excess of $100,000.00. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periodsperiod. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may may, as its sole remedy, elect to terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period, with all expenses of the Title Commitment and Survey to be paid by Seller regardless of the provisions of Paragraphs 3.1 and 3.2 above; provided, however, and notwithstanding anything contained herein to the contrary, if the new Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller fails to bond over, cure, insure over or remove a Minor Unpermitted Exception in accordance with the terms hereof, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said new Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser together Purchaxxx xxxether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, 50,000.00 (a "Minor Unpermitted Exception") removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $50,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. Notwithstanding anything to the contrary in this Section 5.1, Seller shall bond over, cure or remove, prior to or at Closing, any and all liens of a definitive and ascertainable amount. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. A. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new disclose an Unpermitted ExceptionException (other than the current financing secured by the Property, which will be satisfied at Closing), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0050,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Minor Unpermitted ExceptionsExceptions at no additional premium to Purchaser, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal equals or exceed exceeds $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Unpermitted ExceptionsExceptions at no additional premium to Purchaser. In such event, the The time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $50,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentenceterms hereof, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.15A, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. B. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the delivery of the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the delivery of the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periodsperiod, it being understood that Purchaser shall not be obligated to close prior to the expiration of the aforementioned time period, unless Seller has bonded over, cured and or had the Unpermitted Exceptions removed from the Title Commitment or had the Title Insurer commit to insure against loss or damage that may be accessed by such Unpermitted Exceptions. If Seller fails to cure or have said Unpermitted Exception Exceptions removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentenceperiod, Purchaser may may, at its option, either (a) terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; or (b) consummate the subject transaction, in which case Purchaser shall be entitled to a credit at closing equal to the sum of all Unpermitted Exceptions of a definite or ascertainable amount. Absent notice from Purchaser to Seller in accordance with the preceding sentencethat it has elected to terminate this Agreement, Purchaser shall be deemed to have elected to take title subject to said Unpermitted ExceptionExceptions, and shall be entitled to the aforesaid credit at closing. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties parties, and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's its nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.005,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.005,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party), or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $200,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $200,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to terminate this Agreement as a result of said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey marketable fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five ten (510) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.0050,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof, then Seller shall reimburse Purchaser for Purchaser's verifiable third-party out-of-pocket expenses in an amount not to exceed $50,000. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special limited warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated SurveyCommitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond overover (with Purchaser's reasonable approval), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentencefirst sentence of this Paragraph 5.1, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined)) and after the expiration of the Inspection Period, a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have within thirty (30) days from the date of the date-down to the Title Commitment or the Updated SurveyCommitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions each in a manner reasonably acceptable to Purchaser, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $100,000 in a manner reasonably acceptable to Purchaser or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $100,000 in a manner reasonably acceptable to Purchaser and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1Within 5 business days after the Effective Date, the Parties shall cause the Title Company to deliver to Xxxxxx a preliminary title commitment covering the Property, including legible copies of all instruments described in the report (the “Title Commitment”). If, prior to "Closing" (as hereinafter defined), a date-down to Xxxxxx shall review the Title Commitment and notify Seller within 10 business days after the later receipt of (a) the Title Commitment; and (b) the survey ordered by Xxxxxx at it sole cost and expense (the “Title Review Period”) which title matters are approved by Xxxxxx. Only non-delinquent general taxes, non-delinquent general assessments and those title matters that Xxxxxx expressly approves in writing shall be permitted exceptions (the “Permitted Exceptions”). In no event shall any monetary encumbrance or lien be a Permitted Exception; Seller must remove all of the Updated Survey discloses same. Any exception in the Title Commitment not expressly approved by Xxxxxx in writing during the Title Review Period shall be deemed disapproved. Seller shall have 10 days after receiving Xxxxxx’x title disapproval notice or deemed disapproval to notify Xxxxxx if Seller will cure or remove any new Unpermitted Exceptionmatters disapproved or deemed disapproved by Xxxxxx. Failure of Seller to timely respond shall be deemed an election not to cure; provided, however, Seller shall have thirty remove all monetary encumbrances (30e.g. deeds of trust, liens) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptionsprior to, or (ii) have the rightin conjunction with, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periodsClosing. If Seller fails to cure elects or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be is deemed to have elected not to take title subject cure any objection of Xxxxxx, Xxxxxx may elect to said Unpermitted Exceptionterminate this Agreement at any time prior to the Feasibility Deadline and receive a refund of the Xxxxxxx Money, in which case Seller and Xxxxxx shall equally split the cost of all fees due to the Title Company, and the Parties shall have no further rights or obligations under this Agreement, except those rights and obligations that expressly survive any termination. If Purchaser terminates Xxxxxx agrees to cure any disapproved matter and fails to do so, then, in addition to Xxxxxx’x termination rights above, Seller shall reimburse Xxxxxx for all costs incurred by Xxxxxx pursuant to this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2Agreement. Seller agrees to convey fee simple title to shall not allow any encumbrance or exception on the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaserafter Xxxxxx’x delivery of its title notice, without Xxxxxx’x express consent.

Condition of Title. 5.1. 5.1 If, prior to "Closing" Closing (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0025,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or (ii) exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have said any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty five (305) day period or if Seller elects not business days from the date of the date down to exercise its rights under (ii) in the preceding sentenceTitle Commitment, Purchaser may terminate this Agreement upon written notice to Seller within five three (53) days after the expiration of said thirty such five (305) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller those covenants and restore the Property, as more fully set forth in Paragraph 7obligations that specifically survive termination of this Agreement. 5.2. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty standard form grant deed (the "Deed") (substantially in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived not objected to by PurchaserPurchaser in accordance with Paragraph 5.1 above.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicableCommitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five seven (57) days after the expiration of said thirty (30) day periodperiod provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $100,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo deposited into the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00250,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00250,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $250,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $250,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 hereof. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed a Special Warranty Deed (the "Deed") in recordable form subject only to the Permitted Exceptions, Disapproved Title Exceptions waived by Purchaser, and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00100,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five seven (57) days after the expiration of said thirty (30) day periodperiod provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $100,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty three (303) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicableCommitment, at Seller's expense, to (i) bond overover (provided such bond discharges the lien against the Property), cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0025,000 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure (subject to the reasonable approval of Purchaser) against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond overover (provided such bond discharges the lien against the Property), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.0025,000, removed from the Title Commitment or to have the Title Insurer commit to insure (subject to the approval of Purchaser in its sole discretion) against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periodsperiod. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty three (303) day period or if Seller elects not to exercise its rights under clause (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five ten (510) days after the expiration of said thirty three (303) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated thirty party) (such acts being hereinafter referred to as "Intentional Acts") in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 15 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller those covenants and restore the Property, as more fully set forth in Paragraph 7obligations that specifically survive termination of this Agreement. 5.2. Seller agrees to convey convey: (i) fee simple title to the Fee Property to Purchaser or Purchaser's nominee by special limited warranty deed (the "Deed") (in the form attached hereto as Exhibit H) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived waived, in writing, by Purchaser; and (ii) the Leasehold Estate to Purchaser by assigning to Purchaser all of Seller's right, title and interest in the Ground Lease (the "Assignment and Assumption of Ground Lease") (in the form attached hereto as Exhibit I). As used in this Agreement, the term "Ground Lease" means that certain Lease Agreement by and between The Massell Companies, a Georgia corxxxxxxxn, as landlord, and Glenn E. Hicks, Jr., Curtis O. Hxxxx, Xxxxx X. Xxxxlex xxx X. Xxxx Xenxxxx, Xx., xx xxnant, daxxx Xxxx 00, 0000, recorded March 9, 1973, in Deed Book 5772, Page 172, in the Land Records of Fulton County, Georgia ("Records"); xx amended by that certain Amendment of Lease Agreement by and between The Massell Companies, a Georgia corxxxxxxxn, as landlord, and Glenn E. Hicks, Jr., Curtis O. Hxxxx, Xxxxx X. Xxxxlex xxx X. Xxxx Xenxxxx, Xx., xx xxnant, daxxx Xxx 00, 0000, recorded May 23, 1973, in Deed Book 5825, Page 264, in the Records; as assigned by that certain Limited Warranty Deed and Assignment of Lease from Walmar Incorporated, a Delaware corporation, to Piedmont-Courtland Associates, a Georgia limited partnership ("Piedmont-Courtland"), dated December 22, 1977, recorded December 22, 1977, in Deed Book 6860, Page 97, in the Records; as consented to by that certain Consent by Selig Enterprises, Inc., a Georgxx xxrporation ("Ground Lessor"), and Piedmont-Courtland, dated December 8, 1977, recorded December 22, 1977, in Deed Book 6860, Page 103, in the Records; as assigned by that certain Assignment of Parking Garage Lease by and between Piedmont-Courtland, Seller and Ground Lessor, dated December 20, 1984, recorded December 26, 1984, in Deed Book 9311, Page 109, in the Records. A copy of the Ground Lease, as amended and assigned as aforesaid, is attached hereto as Exhibit J.

Condition of Title. 5.1Buyer shall have approved those covenants, conditions, restrictions, rights of way, easements, reservations, and other matters of record disclosed in (i) the Title Commitment and (ii) the Exception Documents. If, prior to "Closing" (as hereinafter defined), a date-down to If Buyer disapproves of any matter disclosed in the Title Commitment or the Updated Survey discloses Exception Documents, Buyer shall notify Seller of such disapproval no later than May 21, 2004 (the "Title Comment Date") (provided, however, that if the Title Commitment is supplemented or amended, Buyer shall have until the later of such date or seven (7) days after receipt of such supplement or amendment to disapprove of any new Unpermitted Exceptionmatters shown therein and further provided that any matters of record created or caused by Buyer shall be deemed approved by Buyer), and Seller shall have thirty seven (307) days from receipt of such disapproval to agree to attempt to remove the disapproved matter; provided further however, if Buyer fails within such period to approve any matter disclosed in the Title Commitment or the Exception Documents, by written notice to Seller and Escrow Holder, then such matter shall be deemed disapproved by Buyer. The Title Comment Date shall be extended by one (1) day for each day of delay in delivering the Title Commitment, Existing Survey and Exception Documents to Buyer after the date three (3) business days after the Effective Date. Subject to Seller's obligations below under this SECTION 4.1.1 to remove certain monetary liens, Seller's agreement to attempt to remove such other disapproved items shall not be deemed an agreement by Seller to remove such disapproved items nor shall Seller's failure to remove such disapproved items, for any reason whatsoever, including, without limitation, that Seller is unable or unwilling to remove such matters, be considered or deemed a default by Seller under, or a breach by Seller of, the terms of this Agreement. If Seller is successful in removing all disapproved matters, the Title Commitment and Exception Documents shall then be deemed approved, and this contingency shall be satisfied. If Seller does not agree to attempt to remove all disapproved matters, or if Seller is not successful in removing all disapproved matters, Buyer shall have seven (7) days from the date of the date-down Seller notifies Buyer in writing that Seller will not attempt to remove or cannot remove disapproved matters, if Seller does not agree to remove such disapproved matters, to either terminate this Agreement or agree to accept title to the Title Commitment or Project subject to the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage disapproved matters that may be occasioned by such Unpermitted ExceptionsSeller cannot, or (ii) have the rightwill not, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periodsremove. If Buyer does not notify Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above in writing within said thirty such seven (307) day period of Buyer's willingness to accept title to the Project subject to those matters Seller cannot, or if Seller elects not to exercise its rights under (ii) in the preceding sentencewill not, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentenceremove, Purchaser Buyer shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates terminate this Agreement in accordance with and the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, Deposit shall be returned to PurchaserBuyer. The exceptions to title that Buyer approves, or is deemed to have approved, under this SECTION 4.1.1, and neither party under the terms of SECTION 4.1.2 below, and any liens or encumbrances created by Buyer, and any Leases entered into in accordance with SECTION 5.1.1, shall be referred to as "Permitted Title Exceptions"; provided, however, that notwithstanding any other provision of this SECTION 4.1.1, or SECTION 4.1.2 below but except as permitted in SECTION 5.1.6 below, the Permitted Title Exceptions shall not include, and Seller shall remove at or before the Closing and shall cause the Project to be delivered free and clear of, any lien encumbering the Project that secures the payment of money, such as mechanic's and materialmen's liens, and the liens of deeds of trust and mortgages unless Buyer otherwise notifies Seller in writing or unless such liens or encumbrances were created by Buyer. Buyer acknowledges and agrees that Seller is in the process of: (i) preparing and recording an "Amended Binding Site Plan" for the reconfiguration of the Legal Lots at the Land, a copy of which has been delivered to Buyer, (ii) amending the ORREA and the XXXXX with respect to construction of certain improvements at the Project and the "Neighborhood Center," and (iii) dedicating as a public street 59th Avenue to the City of Lakewood. Buyer shall have any further liability the right to approve the otherdocuments referenced in the immediately preceding clauses (i) through (iii) in connection with Buyer's title review, except for Purchaser's obligation to indemnify Seller and restore the Propertywhich approval shall not be unreasonably withheld, as more fully set forth in Paragraph 7. 5.2conditioned or delayed. Seller agrees shall have the right to convey fee simple title complete the foregoing notwithstanding any disapproval by Buyer and in such event Buyer's sole remedy shall be to the Property to Purchaser or Purchaserterminate this Agreement because of a failure of this Buyer's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by PurchaserCondition. Buyer acknowledges receipt of draft copies of such documents.

Condition of Title. 5.1. 5.1 If, prior to "Closing" Closing (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0025,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or (ii) exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have said any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty five (305) day period or if Seller elects not business days from the date of the date down to exercise its rights under (ii) in the preceding sentenceTitle Commitment, Purchaser may terminate this Agreement upon written notice to Seller within five three (53) days after the expiration of said thirty such five (305) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller those covenants and restore the Property, as more fully set forth in Paragraph 7obligations that specifically survive termination of this Agreement. 5.2. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by standard form special warranty deed (the "Deed") (substantially in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived not objected to by PurchaserPurchaser in accordance with Paragraph 5.1 above.

Condition of Title. 5.1Within five (5) calendar days after the Effective Date, Seller will deliver to Purchaser an ALTA Preliminary Commitment for Title Insurance (hereafter called the “Title Commitment”) issued by the Title Company and a copy of the existing survey of the Real Property. IfBuyer, prior at its sole cost and expense, shall be responsible for ordering an update of the survey (the “Survey”). Purchaser shall be responsible for all of the costs and expenses associated with the Survey and Title Commitment. The Title Commitment shall specify all easements, liens, encumbrances, restrictions, conditions or covenants with respect to "Closing" the Real Property, and include copies of all documents referred to as exceptions to title. If any exceptions appear in the Title Commitment, or any encroachments or other matters appear on the Survey, to which Purchaser objects, Purchaser shall, during the Inspection Period, notify Seller in writing of its objections to title and survey (an “Objection Notice”). Purchaser shall not be required to object to, and Seller shall be obligated to discharge and/or terminate at Closing or make arrangements reasonably satisfactory to Purchaser to have such discharged or terminated following Closing in accordance with customary practice, any mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed by Seller (collectively, “Voluntary Encumbrances”) and such Voluntary Encumbrances shall not be included as hereinafter defined)Permitted Exceptions. Except for Voluntary Encumbrances, Seller may, but shall not be obligated to, undertake to eliminate or cure any title or survey objections of Purchaser contained in the Objection Notice (collectively “Defects of Title”) to the reasonable satisfaction of Purchaser. At Purchaser’s sole option and discretion, a date-down to the Title Commitment removal or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned effected by such Unpermitted Exceptions, issuance of title insurance eliminating or (ii) have insuring against the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time specified Defects of Closing shall be delayed, if necessary, to give effect to said aforementioned time periodsTitle. If Seller fails to cure or have said Unpermitted Exception removed eliminate any Defects of Title, within ten (10) days after receipt of the Objection Notice, or have the Title Insurer commit to insure as specified above gives notice within said thirty such ten (3010) day period that Seller declines to cure or if Seller elects not to exercise its rights under (ii) in the preceding sentenceeliminate such Defects of Title, Purchaser may terminate this Agreement upon notice to Seller shall have the option exercisable within five (5) days after the expiration end of said thirty such ten (3010) day period or after receipt of such notice from Seller, as applicable, to either (i) terminate this Agreement or (ii) waive its objection to such Defects of Title (and if Purchaser thereafter so desires may cure them at Purchaser’s cost and expense, without any adjustment to the Purchase Price). In the event Seller does not receive Purchaser’s written notice to terminate the Agreement or Purchaser’s waiver of such Defects of Title within such five (5) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, then Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exceptionterminate this Agreement. If Purchaser terminates this Agreement in accordance with exercises its right to terminate the terms of this Paragraph 5.1Agreement, this Agreement Escrow Agent shall become null and void without further action of promptly repay the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with Deposit plus any accrued interest accrued thereon, shall be returned to Purchaser, and neither party the parties shall thereafter have any no further liability rights or obligations pursuant to this Agreement, except those that expressly survive termination hereunder. All matters relating to the other, except for Purchaser's obligation state of title and matters shown on the Survey with respect to indemnify Seller and restore the PropertyReal Property existing as of the date of the Title Commitment or the Survey, as more fully set forth the case may be, which Purchaser did not include in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser Objection Notice or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions which are subsequently waived or deemed waived by Purchaser, together with (a) zoning, building and other governmental and quasi-governmental laws, codes and regulations, (b) liens for such taxes and special assessments as will not be, as of the Closing Date, due and payable, (c) rights of tenants under the Leases, and those claiming by, through and under said tenants and (d) acts of Purchaser, and those claiming by, through and under Purchaser and are collectively referred to herein as the “Permitted Exceptions.”

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00250,000.00 (a "Minor Unpermitted Exception"), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00250,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $250,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $250,000 in accordance with the terms hereof and Seller fails to expend said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 11 hereof. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed a Deed C (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. 5.1 If, prior to "Closing" Closing (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.0025,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or (ii) exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have said any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty five (305) day period or if Seller elects not business days from the date of the date down to exercise its rights under (ii) in the preceding sentenceTitle Commitment, Purchaser may terminate this Agreement upon written notice to Seller within five three (53) days after the expiration of said thirty such five (305) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller with the intention of preventing the sale (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7Paragraph. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.

Condition of Title. 5.1. If, prior to "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) days after the expiration of said thirty (30) day period. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser Pxxxxxxxr together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions waived by Purchaser.