Common use of Condition of Title Clause in Contracts

Condition of Title. Landlord agrees that if Tenant exercises the Purchase Option, Landlord will convey title to the Property to Tenant subject only to: (i) matters disclosed in that certain leasehold title policy in favor of Tenant delivered by Landlord prior to the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title to the Premises, subject only to Permitted Exceptions, in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 below.

Condition of Title. Landlord agrees that if Tenant exercises If not previously delivered prior to execution of this PSA, within five (5) days after the Purchase OptionEffective Date, Landlord will Seller shall cause Escrow Holder, as agent for Chicago Title Insurance Company (“Title Company”) to issue its preliminary report of title or title commitment for the Land and the easements appurtenant thereto (the “Preliminary Report”) together with legible copies of all exceptions and other documents referred to therein, and legible copies of all off-record matters referred to therein (e.g., by recorded memoranda, notice or the like) or of which Seller otherwise has knowledge and which affect title to the Land or the easements appurtenant thereto (e.g., unrecorded easements, leases, licenses, occupancy agreements and the like), which have not been provided in the Sharefile or pursuant to Section 6.2 above. Seller shall convey title to the Property Land and Improvements and the easements appurtenant thereto to Tenant Buyer free and clear of all monetary liens and encumbrances (except a lien for current real property taxes and assessments collected with such taxes), and subject only to: (i) matters disclosed in that certain leasehold title policy in favor of Tenant delivered by Landlord prior to non-monetary encumbrances, contracts, agreements, rights, easements, rights-of-way, mineral leases, rights and reservations, the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other partyRequired Assumption Contracts, or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such and other exceptions to title as Tenant shall set forth in the Preliminary Report that have been specifically approved by Xxxxx in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If Upon receipt of the Preliminary Report and copies of all of documents referred to above, Xxxxx shall have thirty (30) days from the later to occur of such receipt or the Effective Date to notify Seller in writing of any exceptions to title disclosed thereby that Buyer, in its sole and absolute discretion, disapproves (the “Objectionable Exceptions”). Seller shall have an affirmative obligation to remove all monetary liens and encumbrances, including without limitation tax liens for delinquent taxes and assessments (but not liens for current taxes and assessments), mechanic’s liens, judgments, deeds of trust, and financing statements (“Monetary Exceptions”), and any right, interest or claim that may exist, arise or be asserted against the Title under or pursuant to the Property Perishable Agricultural Commodities Act of 1930, as amended, 7 USC 499a et seq., the Packers and Stockyard Act of 1921, as amended, 7 USC 181 et seq., or any similar state laws (collectively, “PACA Liens”), whether or not listed in the Buyer’s notice of Objectionable Exceptions; provided, however, if the Title Insurer will not agree to remove any PACA liens, Seller hereby agrees to indemnify Buyer for any losses experienced by Buyer, including any costs to remove or satisfy any claims of PACA Liens which have attached to the Property, and all Buyer’s reasonable legal fees with respect thereto (the “PACA Indemnification”), which PACA Indemnification shall exist on survive the Closing Date that are not Permitted for a period of four years following the Closing. If Buyer notifies Seller of one or more Objectionable Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant Seller shall have five (5) business days after receipt of such written notice to (i) remove or agree to remove the right Objectionable Exception(s) prior to cancel the Close of Escrow, and terminate its exercise of proceed to close the Purchase Option by notice thereof sale; or (ii) refuse to Landlordremove the Objectionable Exception(s) (but not any Monetary Exceptions), in which event this Lease case, prior to the end of the Due Diligence Period Buyer may elect to waive its objection and proceed to close the sale, or withdraw its offer to purchase the Property and receive a refund of the Deposit, whereupon neither Party shall continue in have any further obligation to sell or purchase the Property. Buyer may at its cost and expense, undertake a boundary or full force and effect. On ALTA survey of the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance Land (the “Owner’s Title PolicySurvey”). In the event that Buyer elects to have the Land or any portion of it surveyed, with extended coverage over Buyer shall have until five (5) days prior to the general exceptionsexpiration of the Due Diligence Period, insuring that Tenant owns good to raise additional Objectionable Exceptions disclosed by the Survey but not otherwise described in the Preliminary Report (an “Arising Exception”). If thereafter, but prior to the Close of Escrow, the Survey is materially changed, revised or amended, or any amended Preliminary Report is issued as a result thereof, Buyer shall have an additional five (5) days within which to raise additional Objectionable Exceptions arising from such change, revision or amendment. In the event Buyer gives timely notice of an Arising Exception, then the evaluation and elections concerning such Arising Exception shall be conducted in the same manner and time periods as Objectionable Exceptions as specified in this Section 6.4 above. Seller will convey marketable fee simple title to all Crops, Tangible Personal Property, Intangible Personal Property, Oil, Gas and Mineral Rights, Water Rights, and Environmental Attributes to Buyer at the PremisesClose of Escrow, free of all liens and encumbrances (subject only to the Permitted Exceptions, in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 below).

Condition of Title. Landlord agrees that if If Tenant exercises the Purchase Optiongives an Acceptance Notice, Landlord will convey title to the Property real property interests being offered in the Purchase Offer Notice Premises shall be conveyed from Landlord to Tenant by grant deed (the “Deed”), in a form reasonably satisfactory to the parties, subject only to: (i) matters disclosed a lien to secure payment of real estate taxes and assessments not yet due and payable; (ii) this Lease; and (iii) any exceptions, reservations, easements or encumbrances of record which are approved by Tenant in that certain leasehold accordance with the Purchase Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to remove any title policy exceptions disapproved by Tenant other than “Mandatory Cure Items”, defined herein as (a) liens or encumbrances affecting the interests being offered in favor of Tenant delivered the Purchase Offer Notice which secure an obligation to pay money (including any financing obtained by Landlord Landlord, any taxes or assessments due prior to the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable as closing of the date of such leasehold title policy but which have become due sale and any mechanic’s or payable prior to the Closing Date (as hereinafter definedjudgment liens), all of which shall be removed by Landlord at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, ; and (ivb) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to and survey created by Landlord on or after the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise date of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effectAgreement without the prior written consent of Tenant. On the Closing Date, Landlord shall cause be obligated to remove any title exceptions that are Mandatory Cure Items. In the Title Company event Tenant disapproves, and Landlord does not elect to remove, any title matters other than those described in clauses (as hereinafter defineda) to issue an ALTA standard coverage owner’s policy and (b) of title insurance the preceding sentence, Tenant shall either (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good x) waive its disapproval and marketable fee simple accept title to the Premises, Project subject only to Permitted Exceptions, in an amount equal to the disapproved items without any adjustment to the purchase price, or (y) terminate the Purchase Price. The cost Agreement and receive a return of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 belowInitial Deposit.

Condition of Title. Landlord agrees that if Tenant exercises At the Purchase OptionClose of Escrow, Landlord will Seller shall convey to Buyer title to the Property to Tenant by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Leases as tenants only; (c) the encumbrances and matters listed on Schedule 5.3 attached hereto and the matters shown on that certain survey of the Property prepared by CDS — Commercial Due Diligence Services (the “Surveyor”) dated April 11, 2019 (the “Survey”); (d) except for Seller’s Required Removal Items (as defined below), all matters of record and any items and matters first revealed by any update or supplement to the PTR and/or any update or supplement to the Survey obtained by Buyer following the Effective Date of this Agreement to which Buyer does not object or waive in accordance with Section 7.6; and (e) matters affecting the condition of title to the Property created by or with the consent of Buyer. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: , (i) matters disclosed in monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens (ii) encumbrances that certain leasehold title policy in favor of Tenant delivered have been voluntarily placed against the Property by Landlord prior to the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable as of Seller after the date of such leasehold the PTR without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, or (iii) so called “standard” exceptions that can be removed from the PTR by Seller’s delivery of a customary owner’s title policy but which have become due affidavit or payable prior to the Closing Date gap indemnity (as hereinafter defined), all of which the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be removed by Landlord obligated to satisfy Seller’s Required Removal Items at or prior to the Closing Date)Closing, (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to the Property shall exist on the Closing Date provided that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord Seller shall not be obligated to remove any monetary lien in default hereunder, but Tenant shall have the right to cancel and terminate its exercise excess of 1% of the Purchase Option by notice thereof Price placed on the Property after the date hereof without Seller’s express consent. If Seller elects not to Landlord, remove any such monetary lien in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy excess of title insurance (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title to the Premises, subject only to Permitted Exceptions, in an amount equal to 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. The cost If Buyer exercises such termination right, the Deposit shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. Buyer acknowledges that Seller did not participate in arranging for, commenting on or supervising the Survey, and Seller has no responsibility for the accuracy of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 belowSurvey or the information contained therein.

Condition of Title. Landlord agrees that if Tenant exercises If, at the Purchase OptionClosing Date, Landlord will convey title to any Property shall not be in the Property condition prescribed by Section 4, the Sellers shall be entitled to Tenant subject only to: (ia) matters disclosed adjourn the Closing pursuant to Section 5.1 for the purpose of causing title to be conveyed in that certain leasehold the condition required by the provisions of this Agreement (including curing Purchaser’s title policy in favor of Tenant delivered by Landlord prior objections to the execution of extent required to do so under this Lease Section 14) or (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable b) terminate this Agreement as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed affected Hotel by Landlord notice to Purchaser delivered at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions in which event the Partial Termination Procedure shall occur with respect to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”)affected Hotel. If the Sellers shall adjourn the Closing pursuant to subdivision (a) above and at the end of such extension period any exceptions Seller shall be unable to cause title to any Property to be in the Property shall exist on condition prescribed by Section 4, either party may terminate this Agreement as to the affected Hotel by notice to the other party delivered at or prior to the Closing Date that are not Permitted Exceptionsas so extended, but in which did not result from event the acts or omissions of Landlord (or any Landlord Party), then Landlord Partial Termination Procedure shall not be in default hereunder, but Tenant occur with respect to the affected Hotel. Purchaser shall have the right to cancel object by delivery of written notice to the Sellers, on or prior to the date that is five (5) Business Days after receipt of any update to the title reports previously delivered to Purchaser (and terminate its exercise after receipt of an updated survey for the applicable Property), to any lien or encumbrance that is not a Permitted Exception and is shown on such or update. If Purchaser shall fail to give such notice as to any lien or encumbrance within said five (5) Business Day period, then each such lien or encumbrance shall be deemed to be a Permitted Encumbrance. Any lien or encumbrance to which Purchaser timely objects or any Monetary Lien shall not be a Permitted Exception unless and until such lien or encumbrance or Monetary Lien is cured and/or the Title Company agrees to affirmatively insure over such lien or encumbrance as hereinafter provided or such lien or encumbrance is waived by Purchaser. The Sellers shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money or effort to remove from title to the Properties any defect, encumbrance or objection to title whether or not the remedying of the Purchase Option by notice thereof defect, encumbrance or objection to Landlordtitle is within the Sellers’ control; provided, in which event this Lease however that each Seller shall continue in full force and effect. On the Closing Date, Landlord shall be responsible to discharge or cause the Title Company affirmatively to insure over any liens or encumbrances on such Sellers’ Property which do not constitute Permitted Exceptions, which can be discharged solely by the payment of a liquidated sum of money and which liens or encumbrances arise on account of obligations undertaken or actions performed by such Seller (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance (the “Owner’s Title PolicyMonetary Liens”); provided, with extended coverage that the Sellers shall not be required to expend more than $3,000,000 in the aggregate to cure any such Monetary Liens (other than mortgages and deeds of trust which the Sellers shall be obligated to discharge at or prior to Closing in full). The Sellers may use any part of the Purchase Price to discharge the same, provided that the Sellers shall deliver to Purchaser or the Title Company at the Closing instruments in recordable form sufficient for the Title Company to discharge such Monetary Liens. Except for any Seller’s failure to discharge or cause the Title Company affirmatively to insure over such Monetary Liens as aforesaid, the general exceptionsSellers shall not be deemed in default of this Agreement, insuring that Tenant owns good and marketable fee simple Purchaser shall not be entitled to damages of any kind by reason of the failure of any Seller, for any reason whatsoever, to convey title to the PremisesProperties in accordance with the provisions of this Agreement, subject only nor shall Purchaser in such circumstances be entitled to Permitted Exceptions, in an amount equal to the Purchase Price. The cost specific performance of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 belowthis Agreement.

Condition of Title. Landlord agrees that if Tenant exercises Within five (5) calendar days after the Purchase OptionEffective Date, Landlord Seller will convey title 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. Buyer, 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 the Property Real Property, and include copies of all documents referred to Tenant subject only 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 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 removal or cure may be effected by issuance of title insurance eliminating or insuring against the specified Defects of Title. If Seller fails to cure or eliminate any Defects of Title, within ten (10) days after receipt of the Objection Notice, or gives notice within such ten (10) day period that Seller declines to cure or eliminate such Defects of Title, Purchaser shall have the option exercisable within five (5) days after the end of such ten (10) day period or after receipt of such notice from Seller, as applicable, to either (i) matters disclosed in that certain leasehold title policy in favor terminate this Agreement or (ii) waive its objection to such Defects of Tenant delivered by Landlord prior Title (and if Purchaser thereafter so desires may cure them at Purchaser’s cost and expense, without any adjustment to the execution 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, then Purchaser shall be deemed to have elected to terminate this Lease (Agreement. If Purchaser exercises its right to terminate the Agreement, Escrow Agent shall promptly repay the Deposit plus any accrued interest to Purchaser, and the parties shall thereafter have no further rights or obligations pursuant to this Agreement, except for any title exceptions those that expressly survive termination hereunder. All matters relating to any financing the state of Landlord or any other party, or any taxes not due or payable title and matters shown on the Survey with respect to the Real Property existing as of the date of the Title Commitment or the Survey, as the case may be, which Purchaser did not include in the Objection Notice or 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 leasehold title policy but which have become due or payable prior to the Closing Date (taxes and special assessments as hereinafter defined)will not be, all as of which shall be removed by Landlord at or prior to the Closing Date), due and payable, (iic) title exceptions resulting from acts or omissions rights of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted tenants under Section 2.10 of this Leasethe Leases, and those claiming by, through and under said tenants and (ivd) such other exceptions acts of Purchaser, and those claiming by, through and under Purchaser and are collectively referred to title herein as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions.”). If any exceptions to title to the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title to the Premises, subject only to Permitted Exceptions, in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 below.

Condition of Title. Landlord agrees that if Tenant exercises (a) Title commitments with regard to the Purchase OptionReal Property have been issued, Landlord will convey at Buyer’s expense, by the national office of Commonwealth Land Title Insurance Company, Attention: Xxxxx Xxxxx (“CLTIC”) through Escrow Agent and CB Title Group, LLC on an equal basis (CLTIC and Escrow Agent are sometimes hereinafter collectively referred to as the “Title Company”). Prior to the Effective Date, Buyer has reviewed and accepted all title commitments, subject to Seller performing the undertakings Seller has expressly agreed to perform in Seller’s Title Objection Responses and related correspondence. Title to the Property will be good and marketable and free and clear of all liens and encumbrances, excepting only matters appearing on Schedule B-II of the title commitments or pro forma title insurance policies listed on Schedule 4 attached hereto and excepting the rights of parties in possession under and subject to Tenant the terms of the Leases, subject only to: to subsection 4(b) below. Between the time period commencing on the Effective Date and ending on the earlier of Settlement or termination of this Agreement, Seller agrees that it will take no voluntary action to convey any interest in the Property to anyone other than Buyer or to otherwise encumber the Property except as provided herein without the prior written consent of Buyer which, with respect to easements or similar encumbrances in the ordinary course of business, shall not be unreasonably withheld, conditioned or delayed. At the time of Settlement, Seller will cause the Property to be released or otherwise discharged from any lien, including without limitation (i) matters disclosed in that certain leasehold title policy in favor of Tenant delivered all existing indebtedness secured by Landlord prior to the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date)Property, (ii) title exceptions resulting from acts any liens on the Property for unpaid taxes or omissions of Tenant and/or any Tenant Partyjudgments against Seller, and (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and any mechanics’ or similar liens for work performed by Seller (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted ExceptionsSeller Liens”). If any exceptions Notwithstanding the foregoing, in no event shall Seller be obligated by the previous sentence to title cause in excess of $[***] in the aggregate of recorded judgments under subsection (ii) above to be removed from the Property shall exist (the “Maximum Judgment Amount”). In the event that there are recorded judgments on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be Property in default hereunder, but Tenant shall have the right to cancel and terminate its exercise excess of the Purchase Option Maximum Judgment Amount and Seller elects not to cure such judgments, Buyer may either (a) terminate this Agreement by written notice thereof to LandlordSeller, in which event this Lease case the Deposit shall continue in full force be returned to Buyer and effect. On the Closing Dateparties shall have no further rights or obligations hereunder, Landlord shall cause except for those which expressly survive such termination, or (b) waive such right to terminate by proceeding with the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title transaction pursuant to the Premises, subject only to Permitted Exceptions, remaining terms and conditions of this Agreement without a reduction in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 below.

Condition of Title. Landlord agrees that if Tenant exercises Within five (5) calendar days after the Purchase OptionEffective Date, Landlord Purchaser will convey title obtain an ALTA Preliminary Commitment for Title Insurance (hereafter called the “Title Commitment”) issued by the Title Company and Seller will deliver a copy of the existing survey of the Real Property. Buyer, 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 the Property Real Property, and include copies of all documents referred to Tenant subject only 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 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 removal or cure may be effected by issuance of title insurance eliminating or insuring against the specified Defects of Title. If Seller fails to cure or eliminate any Defects of Title, within ten (10) days after receipt of the Objection Notice, or gives notice within such ten (10) day period that Seller declines to cure or eliminate such Defects of Title, Purchaser shall have the option exercisable within five (5) days after the end of such ten (10) day period or after receipt of such notice from Seller, as applicable, to either (i) matters disclosed in that certain leasehold title policy in favor terminate this Agreement or (ii) waive its objection to such Defects of Tenant delivered by Landlord prior Title (and if Purchaser thereafter so desires may cure them at Purchaser’s cost and expense, without any adjustment to the execution 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, then Purchaser shall be deemed to have elected to terminate this Lease (Agreement. If Purchaser exercises its right to terminate the Agreement, Escrow Agent shall promptly repay the Deposit plus any accrued interest to Purchaser, and the parties shall thereafter have no further rights or obligations pursuant to this Agreement, except for any title exceptions those that expressly survive termination hereunder. All matters relating to any financing the state of Landlord or any other party, or any taxes not due or payable title and matters shown on the Survey with respect to the Real Property existing as of the date of the Title Commitment or the Survey, as the case may be, which Purchaser did not include in the Objection Notice or 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 leasehold title policy but which have become due or payable prior to the Closing Date (taxes and special assessments as hereinafter defined)will not be, all as of which shall be removed by Landlord at or prior to the Closing Date), due and payable, (iic) title exceptions resulting from acts or omissions rights of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted tenants under Section 2.10 of this Leasethe Leases, and those claiming by, through and under said tenants and (ivd) such other exceptions acts of Purchaser, and those claiming by, through and under Purchaser and are collectively referred to title herein as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions.”). If any exceptions to title to the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title to the Premises, subject only to Permitted Exceptions, in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 below.

Condition of Title. Landlord agrees that if Tenant exercises the Purchase Option, Landlord will convey title Title to the Property to Tenant subject only to: (i) matters disclosed in that certain leasehold Real Estate shall be good and marketable, free and clear of all liens, encumbrances, encroachments, covenants, conditions, restrictions, leases, licenses, security interests, easements, rights of way and other title policy in favor objections, except those leases, tenancies, licenses and other rights of Tenant delivered by Landlord prior to the execution of this Lease (except occupancy and use for any title exceptions relating to any financing of Landlord all or any other party, or any taxes not due or payable as portion of the date Property (the "Leases") set forth in Exhibit "C" hereto, and those other title objections described in Exhibit "D" hereto (collectively the "Permitted Conditions of such leasehold Title"); and title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) insurable as such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage Form B owner’s 's policy of title insurance (as most recently revised) issued at regular rates (with no additional charge for the “Owner’s endorsements hereinafter described) by any reputable title insurance company, in the amount of at least Twenty-Four Million Nine Hundred Sixty Thousand Dollars ($24,960,000) ("Title Policy”"), with extended coverage over which Title Policy shall include, without limitation, the general exceptionsendorsements commonly known as a "separate tax lot" endorsement, an "access" endorsement, a "survey" endorsement, a "contiguity" endorsement, a "tax parcel" endorsement, an endorsement insuring that Tenant owns the covenants, conditions and restrictions which constitute part of the Permitted Conditions of Title have not been violated and that any future violation thereof will not cause a forfeiture or reversion of title, ALTA endorsement 3.1, commonly known as a "zoning" endorsement, ALTA endorsement 9, commonly known as a "comprehensive" endorsement and additional endorsements as may be reasonably required by Buyer or the Lender. Title to the Personalty shall be good and marketable fee simple and free and clear of all liens, security interests and other encumbrances, other than the Permitted Conditions of Title. Buyer shall order a commitment for title to insurance ("Title Commitment") promptly following the Premises, subject only to Permitted Exceptions, in an amount equal to the Purchase Pricedate of this Agreement. The cost Buyer shall deliver a copy of the Owner’s Title Policy shall be apportioned between Landlord and Tenant Commitment, together with a list of all objections to title, including, without limitation, Permitted Conditions of Title, which Buyer deems unacceptable, to Seller by February 8, 1999. In the event Buyer is dissatisfied, for any reason, with the status of title (including, without limitation, the Permitted Conditions of Title), then Buyer may terminate this Agreement as provided a failure of the condition described in Section 43.06 below8.1 hereof.

Condition of Title. Landlord agrees that if Tenant exercises At the Purchase OptionClose of Escrow, Landlord will Seller shall convey to Buyer fee simple title to the Property to Tenant by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) matters disclosed in that certain leasehold title policy in favor of Tenant delivered by Landlord prior to monetary liens or security interests against Seller and/or the execution of this Lease (except for any title exceptions relating to any financing of Landlord Property, including, without limitation, mechanics’ or any other party, or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date)contractors’ liens, (ii) title exceptions resulting from acts encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or omissions before the Close of Tenant and/or any Tenant PartyEscrow, (iii) such other so called “standard” exceptions to set forth in the Title Commitment that can be removed from the Buyer’s title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 policy by Seller’s delivery of this Leasea customary owner’s title affidavit or gap indemnity, and (iv) such other those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted ExceptionsSeller’s Required Removal Items”). If any exceptions Seller shall be obligated to title satisfy Seller’s Required Removal Items at or prior to the Property shall exist on the Closing Date Closing, provided that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in default hereunder, but Tenant shall have the right to cancel and terminate its exercise excess of 1% of the Purchase Option Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice thereof of its election to Landlorddo so. If Buyer exercises such termination right, in which event the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Lease shall continue in full force Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and effect. On Seller, as applicable, and to the Closing Dateextent requested by the Title Company, Landlord shall cause will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as hereinafter definedthe case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to issue the Title Company at Closing an ALTA standard coverage owner’s policy of title insurance (affidavit in the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title to the Premises, subject only to Permitted Exceptions, in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant form attached hereto as provided in Section 43.06 below.Exhibit I.

Condition of Title. Landlord agrees that Prior to the Closing Date, Buyer shall be provided with the Title Commitment from the Title Company in the form required by the Commitment, together with copies of all exceptions and requirements listed therein. Within ten (10) business days after the receipt by Buyer of both the Title Commitment and the other items to be delivered by Seller pursuant to the terms of Paragraph 7 of this Agreement or five (5) days after the parties' execution of this Agreement, whichever is later, Buyer shall give Seller written notice of (a) Buyer's objections, if Tenant exercises any, as to the Purchase Option, Landlord will convey status of title with respect to the Property as reflected in the Title Commitment and (b) what remedial actions, if any, must be taken by Seller in order to Tenant subject only to: eliminate such objections of Buyer. Within ten (10) days after the receipt by Seller of Buyer's notice, Seller shall either (i) matters disclosed in that certain leasehold take (or cause others to take) such remedial actions to eliminate Buyer's objections to title policy in favor of Tenant delivered by Landlord prior to the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date), or (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions terminate this Agreement by written notice to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to LandlordBuyer, in which event this Lease Seller and Buyer shall continue have only those liabilities and obligations to each other which are specified in full force the Commitment. Except for the Schedule B-I requirements, the "standard" Schedule B-II exceptions and effect. On the Closing Date"gap" exception in Schedule B-II of the Commitment, Landlord which shall cause be deleted by the Title Company (as hereinafter defined) at closing, and subject to issue an ALTA standard coverage owner’s policy issuance by the Title Company of title insurance (all endorsements requested by the “Owner’s Buyer, pursuant to Buyer's written instructions pursuant to Paragraph 8.B. below, all matters reflected in the Title Policy”), Commitment with extended coverage over respect to which Buyer does not give Seller notice in accordance with the general exceptions, insuring that Tenant owns good and marketable fee simple title provisions of this Paragraph shall be deemed to the Premises, subject only to be "Permitted Exceptions, in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 below."

Condition of Title. Landlord agrees Seller shall have the Escrow Agent prepare and deliver to Buyer a preliminary title report (the "Title Report") with respect to the Property (with legible copies of all documents referenced therein as exceptions to title) on or prior to five (5) days following the Effective Date. The Title Report shall specify which exceptions apply to the Phase I Lots and which apply to the Option Lots. Within fifteen (15) days of Buyer's receipt of the Title Report, Buyer shall notify Seller in writing which exceptions contained in the Title Report, if any, Buyer disapproves; all other exceptions in the Title Report shall be referred to as "Permitted Exceptions." Seller shall have ten (10) days after receipt of such notice to advise Buyer in writing of any disapproved exceptions which will not be removed by Seller from record title to the Phase I Lots and those Option Lots selected by Buyer, at or prior to each of the Phase I Close of Escrow and the Option Lots Close of Escrow (collectively, the "Close of Escrow"); provided, if Seller does not respond in such ten (10) day period, Seller shall remove all such disapproved exceptions from record title to the Phase I Lots and the Option Lots at or prior to each Close of Escrow for each. If Seller gives Buyer notice prior to expiration of such ten (10) day period of disapproved exceptions that if Tenant exercises Seller is unable or unwilling to remove from record title to the Purchase Phase I Lots or the Option Lots, Buyer may elect to terminate this Agreement at any time prior to the Phase I Close of Escrow; or, alternatively, Buyer may elect to waive its objections to such disapproved exceptions and to classify the exceptions contained in Seller's notice as Permitted Exceptions. Following Seller's receipt of Buyer's written notice approving the Feasibility Matters (as defined below in Section 7.1), Seller shall not, without Buyer's prior written consent, permit any new exceptions to title to be placed on the Phase I lots. At any time prior to the expiration of the Option, Landlord will Seller agrees not to permit or to cause exceptions to title to Seller's Property, except for such lots within Seller's Property which Seller reasonably disapproves as Option Lots or which are sold by Seller pursuant to Section 13 hereof, to occur with respect to each group of Option Lots which pose a material risk to Seller's ability to convey good title to the Property to Tenant subject only to: (i) matters disclosed Seller in that certain leasehold title policy in favor of Tenant delivered by Landlord prior to accordance with the execution terms of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall be removed by Landlord at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title to the Premises, subject only to Permitted Exceptions, in an amount equal to the Purchase Price. The cost of the Owner’s Title Policy shall be apportioned between Landlord and Tenant as provided in Section 43.06 belowAgreement.

Condition of Title. Landlord agrees that if Tenant exercises the Purchase Option, Landlord will convey Tenant's obligations under this Lease are contingent upon title to the Property to Tenant subject only to: Premises (i) matters disclosed in that certain leasehold title policy in favor of Tenant delivered by Landlord prior to the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, or any taxes not due or payable on and as of the date Landlord obtains title) not being subject to any "material" liens, claims or encumbrances, other than current taxes which are not due and payable and item Nos. 1, 5, 6 and 10 (a-f, h, i and m) on Schedule B of the title commitment attached hereto as Exhibit F, such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all state of which shall be removed by Landlord at or prior to the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to be evidenced by the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions issuance to Tenant by First American Title Insurance Company of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s form leasehold policy of title insurance or a binding commitment to issue same to Tenant within fifteen (15) days after the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple date Landlord obtains title to the Premises. If Tenant is unable to obtain such a policy or binding commitment, subject only Tenant may terminate this Lease by written notice to Permitted ExceptionsLandlord within fifteen (15) days after expiration of such initial fifteen (15) day period. If Tenant elects to terminate this Lease pursuant to this Section 3.lO(b), in an amount equal such termination shall be effective upon Landlord's receipt of Tenant's termination notice. For purposes of the Section 3.lO(b) a "material" lien, claim or encumbrance shall mean a lien, claim or encumbrance that could materially, adversely affect or increase the cost of Tenant's right to possession of or intended use and enjoyment of the Premises. In addition to the Purchase Priceforegoing, Landlord covenants and agrees to deliver to First American Title Insurance Company such owner's affidavits/ALTA statements necessary to remove the so-called "standard exceptions" from Tenant's title policy. The cost Tenant acknowledges that all costs of the Owner’s Title Policy title policy for Tenant, including endorsements, shall be apportioned between Landlord and Tenant as provided in Section 43.06 belowpaid by Tenant.