Common use of Condition of Title Clause in Contracts

Condition of Title. It shall be a condition to Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy together with any endorsements Buyer may reasonably require, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-insurance or creditors’ rights exclusions to coverage, as appropriate (“Title Policy”) in the amount of the Purchase Price, showing fee title to the Land and Improvements vested in Buyer (or its title nominee, as hereinafter provided), subject only to the following (“Condition of Title”): (a) A lien to secure payment of real estate taxes and special assessments, not delinquent; (b) Matters affecting the Condition of Title created by or with the written consent of Buyer; (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the Title Company and which are approved or deemed approved by Buyer in accordance with this Section. Seller, at its sole cost and expense, shall cause the Commitment to be provided to Buyer, together with legible copies of the instruments underlying any exceptions referred to in the Commitment (“Exceptions”), and a copy of Seller’s most recent survey of the Land (“Survey”) within ten (10) days following the Opening of Escrow. Seller shall be absolutely obligated to remove, at or prior to the Close of Escrow, and Buyer shall be deemed to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below), Buyer does not disapprove, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, on or before the Close of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapproved. Seller shall give written notice to Buyer, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within five (5) days of receipt of Seller’s notice, to terminate the Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy (unless due to a default under this Agreement by Seller), and thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein provided. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement pursuant to this Section 4; and (d) During the term of the Escrow, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsement.

Condition of Title. It If not previously delivered prior to execution of this PSA, within five (5) days after the Effective Date, Seller shall be a condition to Buyer’s obligations hereunder that First American cause Escrow Holder, as agent for Chicago Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy preliminary report of title or title commitment for the Land and the easements appurtenant thereto (the “Preliminary Report”) together with any endorsements Buyer may reasonably requirelegible copies of all exceptions and other documents referred to therein, includingand legible copies of all off-record matters referred to therein (e.g., without limitationby recorded memoranda, ALTA Form 3.1-06notice or the like) or of which Seller otherwise has knowledge and which affect title to the Land or the easements appurtenant thereto (e.g., 9.5-06unrecorded easements, 17-06leases, 18-06licenses, 25-06occupancy agreements and the like), 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-insurance or creditors’ rights exclusions to coverage, as appropriate (“Title Policy”) which have not been provided in the amount of the Purchase Price, showing fee Sharefile or pursuant to Section 6.2 above. Seller shall convey title to the Land and Improvements vested in and the easements appurtenant thereto to Buyer free and clear of all monetary liens and encumbrances (or its title nominee, as hereinafter providedexcept a lien for current real property taxes and assessments collected with such taxes), and subject only to non-monetary encumbrances, contracts, agreements, rights, easements, rights-of-way, mineral leases, rights and reservations, the following Required Assumption Contracts, and other exceptions set forth in the Preliminary Report that have been specifically approved by Xxxxx in writing (the “Permitted Exceptions”). 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 (“Condition of Title”): (a) A lien to secure payment of real estate taxes and special assessments, not delinquent; (b) Matters affecting the Condition of Title created by or with the written consent of Buyer; (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the Title Company and which are approved or deemed approved by Buyer in accordance with this Section. Seller, at its sole cost and expense, shall cause the Commitment to be provided to Buyer, together with legible copies of the instruments underlying any exceptions referred to in the Commitment (“Monetary Exceptions”), and any right, interest or claim that may exist, arise or be asserted against the Title under or pursuant to the 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 survive the Closing for a copy period of Seller’s most recent survey of the Land (“Survey”) within ten (10) days four years following the Opening Closing. If Buyer notifies Seller of Escrow. one or more Objectionable Exceptions, Seller shall be absolutely obligated have five (5) business days after receipt of such written notice to remove, at (i) remove or agree to remove the Objectionable Exception(s) prior to the Close of Escrow, and proceed to close the sale; or (ii) refuse to remove the Objectionable Exception(s) (but not any Monetary Exceptions), in which 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 have any further obligation to sell or purchase the Property. Buyer may at its cost and expense, undertake a boundary or full ALTA survey of the Land (the “Survey”). In the event that Buyer elects to have the Land or any portion of it surveyed, Buyer shall be deemed have until five (5) days prior to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below)Due Diligence Period, Buyer does not disapprove, to raise additional Objectionable Exceptions disclosed by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (Survey but not otherwise described in the obligationPreliminary Report (an “Arising Exception”). If thereafter, notwithstanding anything but prior to the contrary herein contained) to attempt to eliminate or ameliorate, on or before the Close of Escrow, to Buyer’s reasonable satisfactionthe Survey is materially changed, such matters revised or amended, or any amended Preliminary Report is issued as Buyer shall have so disapproved. Seller shall give written notice to Buyer, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved mattersa result thereof, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within 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 receipt 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 title to all Crops, Tangible Personal Property, Intangible Personal Property, Oil, Gas and Mineral Rights, Water Rights, and Environmental Attributes to Buyer at the Close of Seller’s notice, to terminate the Escrow, in which event Buyer’s Deposit free of all liens and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy encumbrances (unless due to a default under this Agreement by Seller), and thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate, except as and subject to the extent otherwise expressly herein provided. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement pursuant to this Section 4; and (d) During the term of the Escrow, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsementPermitted Exceptions).

Condition of Title. It shall be a condition to Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy together with any endorsements Buyer may reasonably require, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-insurance or creditors’ rights exclusions to coverage, as appropriate (“Title Policy”) in the amount of the Purchase Price, showing fee title to the Land and Improvements vested in Buyer (or its title nominee, as hereinafter provided), subject only to the following (“Condition of Title”): (a) A lien to secure payment of real estate taxes and special assessments, not delinquent; Within ten (b10) Matters affecting days after the Condition of Title created by or with Effective Date (the written consent of Buyer; (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued date this Agreement has been executed by the Title Company last of Buyer and which are approved or deemed approved by Buyer in accordance with this Section. Seller), Seller, at its sole cost and expense, shall cause provide Buyer and Buyer's attorney with: (a) a current standard commitment to issue an owner's policy of title insurance (1992 ALTA Form B), (the Commitment "Title Commitment"), issued by the First American Title Company or other nationally recognized title insurance company licensed to be provided to Buyer, together with legible conduct business in the State of New York (the "Title Company") and hard copies of the instruments underlying any exceptions referred to in the Commitment all title exceptions; and (“Exceptions”), and b) a copy of Seller’s most recent current ALTA/ACSM Land Title As-Built survey of the Land Property, which has been certified to Buyer and such other parties as Buyer may request. Title to the Property shall be good and marketable: (“Survey”i) within ten free and clear of all liens, restrictions, easements, encumbrances, claims or liens by contractors, subcontractors, mechanics and materialmen, leases, financing statements or other personal property liens or encumbrances and other title objections, other than those exceptions as set forth on the Title Commitment and approved by Buyer (10the "Permitted Exceptions") days following and to the Opening standard printed exceptions in an ALTA form of Escrowpolicy, and (ii) insurable as aforesaid at ordinary rates. Seller shall be absolutely obligated to removepay and discharge all liens at Closing or before Closing, at or prior Seller's option; if Seller fails to the Close of Escrow, and Buyer shall be deemed to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below), Buyer does not disapprove, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, on or before the Close of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapproved. Seller shall give written notice to Buyer, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved mattersdo so, Buyer shall have the rightoption, exercisable by written notice delivered to Seller and Escrow Holder within five (5) days of receipt of Seller’s noticeat its election, to terminate pay and discharge such liens out of the EscrowPurchase Price. (b) If Buyer determines, in its sole and absolute discretion, prior to the expiration of the "Due Diligence Period" (as defined in Section 6(b) below), that there are defects to title such that title to the Property cannot be conveyed to Buyer at Closing in accordance with the requirements of this Agreement for a reason other than the existence of any lien which cannot be paid at Closing, Seller shall take reasonable action to cure the defect, and at Buyer's option, the Closing Date may be postponed for a reasonable time, not exceeding fifteen (15) days, to permit Seller to correct the title defect. If the title defect is of such a nature that it is not capable of being corrected within the fifteen (15) day cure period, then provided Seller shall have been proceeding diligently to effect a cure of the title defect, Seller shall have an additional time period of not exceeding fifteen (15) additional days, in which event to complete its cure. If Seller fails or refuses to correct the title defect within the time periods set forth above, Buyer shall have the option: (i) of taking such title as Seller can convey without any abatement of the Purchase Price; or (ii) of terminating Buyer’s 's obligations under this Agreement, in which event, the Deposit and Additional all interest accrued on the Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy (unless due to a default under this Agreement by Seller), and thereafter the Escrow, this Agreement and the rights and parties shall have no further obligations to each other except those which by their terms shall specifically survive the termination of the parties hereunder shall terminate, except as and this Agreement. Survey issues raised by Buyer are to the extent otherwise expressly herein provided. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement treated pursuant to this Section 4; and (dparagraph 4(b) During the term of the Escrow, Seller shall not cause or permit as if they are title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsementdefects.

Condition of Title. It shall Tenant's obligations under this Lease are contingent upon title to the Premises (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 state of title to be a condition evidenced by the issuance to Buyer’s obligations hereunder that Tenant by First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed of an ALTA standard form leasehold policy of title insurance or a binding commitment to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy together with any endorsements Buyer may reasonably require, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary same to delete any co-insurance or creditors’ rights exclusions to coverage, as appropriate Tenant within fifteen (“Title Policy”15) in days after the amount of the Purchase Price, showing fee date Landlord obtains title to the Land and Improvements vested in Buyer (Premises. If Tenant is unable to obtain such a policy or its title nomineebinding commitment, as hereinafter provided), subject only to the following (“Condition of Title”): (a) A lien to secure payment of real estate taxes and special assessments, not delinquent; (b) Matters affecting the Condition of Title created by or with the written consent of Buyer; (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the Title Company and which are approved or deemed approved by Buyer in accordance with Tenant may terminate this Section. Seller, at its sole cost and expense, shall cause the Commitment to be provided to Buyer, together with legible copies of the instruments underlying any exceptions referred to in the Commitment (“Exceptions”), and a copy of Seller’s most recent survey of the Land (“Survey”) within ten (10) days following the Opening of Escrow. Seller shall be absolutely obligated to remove, at or prior to the Close of Escrow, and Buyer shall be deemed to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below), Buyer does not disapprove, Lease by written notice delivered to Seller and Escrow Holder Landlord within fifteen (15) days after expiration of such initial fifteen (15) day period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right . If Tenant elects to terminate the Escrow this Lease pursuant to this Section 43.lO(b), such termination shall be effective upon Landlord's receipt of Tenant's termination notice. If, on or before the expiration For purposes of the Inspection Period (defined below)Section 3.lO(b) a "material" lien, Buyer disapprovesclaim or encumbrance shall mean a lien, by written notice delivered claim or encumbrance that could materially, adversely affect or increase the cost of Tenant's right to Seller possession of or intended use and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, on or before the Close of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapproved. Seller shall give written notice to Buyer, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within five (5) days of receipt of Seller’s notice, to terminate the Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy (unless due to a default under this Agreement by Seller), and thereafter the Escrow, this Agreement and the rights and obligations enjoyment of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein providedPremises. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement pursuant to this Section 4; and (d) During the term of the Escrow, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant In addition to the foregoing, without Buyer’s prior written consent, Landlord covenants and agrees to deliver to First American Title Insurance Company such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are owner's affidavits/ALTA statements necessary to cause remove the Title Policy to include a mechanic’s lien endorsementso-called "standard exceptions" from Tenant's title policy. Tenant acknowledges that all costs of the title policy for Tenant, including endorsements, shall be paid by Tenant.

Condition of Title. It (i) Title to the Property shall be a condition good and marketable and free and clear of all liens, restrictions, easements, encumbrances, leases, tenancies and other title objections, except for the Permitted Encumbrances (as defined below), and shall be insurable as such and as provided in this Agreement at ordinary rates by the Title Company pursuant to Buyer’s obligations hereunder that First American an ALTA Owner's Policy of Title Insurance, 1970 Form B, amended October 17, 1970 and October 17, 1984 (the "Owner's Policy of Title Insurance"). (ii) The Owner's Policy of Title Insurance Company shall also contain endorsements insuring that the covenants, conditions and restrictions included in the Permitted Encumbrances have not been violated and that a future violation thereof will not cause a forfeiture or reversion of title. (together iii) The premium (at ordinary rates) for the Owner's Policy of Title Insurance and such endorsements will be paid by Buyer. (b) If Seller is unable to convey title to the Urbana Property, the Marysville Property, and/or the Zanesville Property to Buyer at Closing in accordance with such direct access re-insurers as the requirements of this Agreement, Buyer shall approvehave the options: (i) of taking such title to the defective Property or defective Properties as Seller is able to convey with abatement of the Purchase Price in the amount (“Title Company”fixed or ascertainable) be unconditionally prepared of any mortgages or other monetary liens on such defective Property or defective Properties; or (ii) of terminating Buyer's obligations under this Agreement and committed being repaid the Deposit; or (iii) of terminating Buyer's obligations under this Agreement with respect only to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy together any defective Property, and having this Agreement continue in effect as to the Property or Properties with any endorsements respect to which Buyer may reasonably require, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-insurance or creditors’ rights exclusions to coverage, as appropriate (“Title Policy”) did not terminate with a reduction of the Purchase Price in the amount of the Purchase PriceAllocated Amount for the defective Property (or defective Properties) as to which Buyer has terminated. Upon payment to Buyer of the Deposit pursuant to clause (ii) above, showing fee this Agreement shall be null and void and neither party shall have any further obligations hereunder. If Buyer terminates this Agreement pursuant to clause (ii) above, Seller and Buyer shall immediately deliver to the Title Company written instructions to pay the Deposit to Buyer. Notwithstanding the foregoing, if title to the Land and Improvements vested Property is not as described in Buyer (or its title nominee, as hereinafter providedSection 5(a), subject only Buyer shall also be entitled to the following (“Condition of Title”): (a) A lien pursue all other remedies available to secure payment of real estate taxes and special assessments, not delinquent; (b) Matters affecting the Condition of Title created by Buyer at law or with the written consent of Buyer;in equity. (c) Exceptions disclosed by Promptly after the execution of this Agreement, Buyer shall order from the Title Company a current extended coverage ALTA Commitment for Title Insurance (“"Title Commitment”") with respect to the Land and Improvements issued by the Title Company and which are approved or deemed approved by Buyer in accordance with this SectionReal Property. Seller, at its sole cost and expense, shall cause the Commitment to be provided to Buyer, together with legible copies of the instruments underlying any exceptions referred to in the Commitment (“Exceptions”), and a copy of Seller’s most recent survey of the Land (“Survey”) within ten (10) days following the Opening of Escrow. Seller shall be absolutely obligated to remove, at or prior to the Close of Escrow, and Buyer shall be deemed give to have disapproved, all monetary Seller Notice ("Exception Notice") of any exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before set forth in the expiration of the Inspection Period Title Commitment which are not acceptable to Buyer (defined below"Unacceptable Exceptions"), Buyer does not disapprove, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, on or before the Close of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapproved. Seller shall give written notice to Buyershall, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within five (5) days from the date of Seller's receipt of Seller’s noticethe Exception Notice, to terminate the Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned deliver to Buyer as its sole and exclusive remedy (unless due an endorsement to a default under this Agreement the Title Commitment issued by Seller)the Title Company stating which, and thereafter the Escrowif any, this Agreement and the rights and obligations of the parties hereunder shall terminate, except as Unacceptable Exceptions the Title Company has or will commit to remove from the Title Commitment; and if the Title Company has not issued an endorsement to the extent otherwise expressly herein provided. If Buyer does not so terminate Title Commitment removing (or committing to remove) all of the EscrowUnacceptable Exceptions from the Title Commitment within five (5) days from the date of Seller's receipt of the Exception Notice, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement. If Buyer does not terminate this Agreement pursuant to the provisions of this Section 4; and (d) During 5(c), then the term exceptions remaining on Schedule B, Section 2 of the Escrow, Title Commitment which are not liens securing payment of monetary sums ("Monetary Liens") shall be the "Permitted Encumbrances". Seller shall not agrees to pay all Monetary Liens and cause or permit title all Monetary Liens to be released and satisfied of record prior to the Land and Improvements to differ from the Condition completion of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsementClosing.

Condition of Title. It shall be a condition to Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy together with any endorsements Buyer may reasonably requireIf Tenant gives an Acceptance Notice, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-insurance or creditors’ rights exclusions to coverage, as appropriate (“Title Policy”) in the amount of the Purchase Price, showing fee title to the Land and Improvements vested real property interests being offered in Buyer the Purchase Offer Notice Premises shall be conveyed from Landlord to Tenant by grant deed (or its title nominee, as hereinafter providedthe “Deed”), subject only in a form reasonably satisfactory to the following parties, subject to: (“Condition of Title”): (ai) A a lien to secure payment of real estate taxes and special assessmentsassessments not yet due and payable; (ii) this Lease; and (iii) any exceptions, not delinquent; (b) Matters affecting the Condition reservations, easements or encumbrances of Title created by or with the written consent of Buyer; (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the Title Company and record which are approved or deemed approved by Buyer Tenant in accordance with this Sectionthe Purchase Agreement. Seller, at its sole cost and expense, shall cause the Commitment to be provided to Buyer, together with legible copies of the instruments underlying any exceptions referred to in the Commitment (“Exceptions”), and a copy of Seller’s most recent survey of the Land (“Survey”) within ten (10) days following the Opening of Escrow. Seller shall be absolutely obligated to remove, at or prior to the Close of Escrow, and Buyer shall be deemed to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below), Buyer does not disapprove, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding Notwithstanding anything to the contrary contained herein, in no event shall Landlord have any obligation to remove any title exceptions disapproved by Tenant other than “Mandatory Cure Items”, defined herein containedas (a) liens or encumbrances affecting the interests being offered in the Purchase Offer Notice which secure an obligation to attempt pay money (including any financing obtained by Landlord, any taxes or assessments due prior to eliminate the closing of the sale and any mechanic’s or ameliorate, judgment liens); and (b) any exceptions to title and survey created by Landlord on or before after the Close date of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapprovedthe Purchase Agreement without the prior written consent of Tenant. Seller shall give written notice to Buyer, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within five (5) days of receipt of Seller’s notice, to terminate the Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon Landlord shall be returned obligated to Buyer as its sole and exclusive remedy (unless due to a default under this Agreement by Seller)remove any title exceptions that are Mandatory Cure Items. In the event Tenant disapproves, and thereafter the EscrowLandlord does not elect to remove, this Agreement any title matters other than those described in clauses (a) and the rights and obligations (b) of the parties hereunder preceding sentence, Tenant shall terminate, except as either (x) waive its disapproval and to the extent otherwise expressly herein provided. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement pursuant to this Section 4; and (d) During the term of the Escrow, Seller shall not cause or permit accept title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant Project subject to the foregoingdisapproved items without any adjustment to the purchase price, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation (y) terminate the Purchase Agreement and indemnities that are necessary to cause receive a return of the Title Policy to include a mechanic’s lien endorsementInitial Deposit.

Condition of Title. It (a) On the Closing Date, Developer shall have insurable fee simple interest to the Dealership Development Parcel which shall be a condition free and clear of all liens, encumbrances, clouds and conditions, rights of occupancy or possession, except: (1) Applicable building and zoning laws and regulations; (2) The provisions of the Redevelopment Plan; (3) The provisions of this Agreement; (4) The provisions of the Dealership Operating Covenant; (5) Any lien for current taxes and assessments or taxes and assessments accruing subsequent to Buyer’s obligations hereunder that First American recordation of the Deed; (6) The provisions of the T-Mobile Lease, subject to any amendments required for the relocation of the T-Mobile facilities or unless sooner terminated by the Developer; (7) The provisions of the Mission Boulevard Corridor Specific Plan, as outlined in the conditions of approval; (8) Exceptions - as listed in the Property Preliminary Title Insurance Report, and Title Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and irrevocably committed to issue its to the Developer an ALTA Ownerextended coverage owner’s Extended Coverage Title Insurance Form 2006 Policy together with any endorsements Buyer may reasonably require, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-policy of title insurance or creditors’ rights exclusions to coverage, as appropriate (“Title Policy”) in conditioned only upon the amount payment of the Purchase Price, showing fee title to the Land and Improvements vested in Buyer (or its title nominee, as hereinafter provided), subject only to the following (“Condition of Title”): (a) A lien to secure payment of real estate taxes and special assessments, not delinquent;insurance premium. (b) Matters affecting On the Condition Closing Date and prior to the Property Exchange, Developer shall have insurable fee simple interest to the Adjacent Parcel which shall be free and clear of all liens, encumbrances, clouds and conditions, rights of occupancy or possession, except: (1) Applicable building and zoning laws and regulations; (2) The provisions of the Redevelopment Plan; (3) The provisions of this Agreement; (4) The provisions of the Adjacent Parcel Covenant; (5) The provisions of the Mission Boulevard Corridor Specific Plans outlined in the conditions of approval; (6) Any lien for current taxes and assessments or taxes and assessments accruing subsequent to recordation of the Deed; (7) Exceptions - as listed in the Property Preliminary Title created by or with Report, and Title Company shall be irrevocably committed to issue to the written consent Developer an ALTA extended coverage owner’s policy of Buyer;title insurance conditioned only upon the payment of the insurance premium. (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect On the Closing Date, following the Property Exchange, Developer shall have insurable fee simple interest to the Land Swap Parcel which shall be free and Improvements issued by the Title Company clear of all liens, encumbrances, clouds and which are approved conditions, rights of occupancy or deemed approved by Buyer in accordance with this Section. Sellerpossession, at its sole cost except: (1) Applicable building and expense, shall cause the Commitment to be provided to Buyer, together with legible copies zoning laws and regulations; (2) The provisions of the instruments underlying any exceptions referred Redevelopment Plan; (3) The provisions of this Agreement; (4) Any lien for current taxes and assessments or taxes and assessments accruing subsequent to in the Commitment (“Exceptions”), and a copy of Seller’s most recent survey recordation of the Land (“Survey”) within ten (10) days following the Opening of Escrow. Seller shall be absolutely obligated to remove, at or prior to the Close of Escrow, and Buyer shall be deemed to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below), Buyer does not disapprove, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, on or before the Close of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapproved. Seller shall give written notice to Buyer, within ten (10) days of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller and Escrow Holder within five Deed; (5) days of receipt of Seller’s noticeExceptions - as listed in the Swap Property Preliminary Title Report, to terminate the Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon Title Company shall be returned irrevocably committed to Buyer as its sole and exclusive remedy (unless due issue to a default under this Agreement by Seller), and thereafter the Escrow, this Agreement and Developer an ALTA extended coverage owner’s policy of title insurance conditioned only upon the rights and obligations payment of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein provided. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement pursuant to this Section 4; and (d) During the term of the Escrow, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsementinsurance premium.

Condition of Title. It At the Close of Escrow, Seller shall be a condition convey to Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) title to the Property by the Deed, subject only to the following matters (“Approved Title CompanyConditions”): (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 unconditionally prepared and committed deemed to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy together with any endorsements Buyer may reasonably requirehave agreed to accept title subject to, (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary to delete any co-insurance mechanics’ or creditorscontractors’ rights exclusions to coverage, as appropriate liens (“Title Policy”ii) in encumbrances that have been voluntarily placed against the amount Property by Seller after the date of the Purchase Price, showing fee title to the Land and Improvements vested in Buyer (or its title nominee, as hereinafter provided), subject only to the following (“Condition of Title”): (a) A lien to secure payment of real estate taxes and special assessments, not delinquent; (b) Matters affecting the Condition of Title created by or with the PTR without Buyer’s prior written consent of Buyer; (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the Title Company and which are approved or deemed approved by Buyer in accordance with this Section. Seller, at its sole cost and expense, shall cause the Commitment to that will not otherwise be provided to Buyer, together with legible copies of the instruments underlying any exceptions referred to in the Commitment (“Exceptions”), and a copy of Seller’s most recent survey of the Land (“Survey”) within ten (10) days following the Opening of Escrow. Seller shall be absolutely obligated to remove, at or prior to the Close of Escrow, and Buyer shall be deemed to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period (defined below), Buyer does not disapprove, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, then such items shall be deemed approved and Buyer shall no longer have the right to terminate the Escrow pursuant to this Section 4. If, on or before the expiration of the Inspection Period (defined below), Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, 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 affidavit or gap indemnity (all of the foregoing hereinafter collectively referred to Buyeras the “Seller’s reasonable satisfaction, such matters as Buyer shall have so disapprovedRequired Removal Items”). Seller shall give written notice be obligated to Buyer, within ten (10) days of satisfy Seller’s receipt Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien in excess of Buyer1% of the Purchase Price placed on the Property after the date hereof without Seller’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved mattersexpress consent. If Seller so notifies Buyer that it is unable and/or unwilling elects not to eliminate or ameliorate remove any such disapproved mattersmonetary lien in excess of 1% of the Purchase Price, Buyer shall have the may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, exercisable by written notice delivered to Seller and Escrow Holder within five (5) days of receipt of Seller’s notice, to terminate the Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy (unless due to a default neither party shall have any further rights or obligations under this Agreement by Seller), and thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminateAgreement, except as and expressly set forth herein to the extent otherwise expressly herein providedcontrary. If Buyer does acknowledges that Seller did not so terminate participate in arranging for, commenting on or supervising the EscrowSurvey, then Buyer shall be deemed to have waived its prior disapprovals of those matters which and Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall has no longer have responsibility for the right to terminate this Agreement pursuant to this Section 4; and (d) During the term accuracy of the Escrow, Seller shall not cause Survey or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsementinformation contained therein.

Condition of Title. It Within five (5) days after the Effective Date, Seller shall be a condition to Buyer’s obligations hereunder that First American Title Insurance Company (together with such direct access re-insurers as Buyer shall approve) (“Title Company”) be unconditionally prepared and committed cause Escrow Holder to issue its ALTA Owner’s Extended Coverage Title Insurance Form 2006 Policy preliminary report of title for the Land (the “Preliminary Report”) together with any endorsements Buyer may reasonably requirecopies of all exceptions referred to therein, including, without limitation, ALTA Form 3.1-06, 9.5-06, 17-06, 18-06, 25-06, 00-00, Xxxxxxx Xxxxxxxxxxx, Xxx-Xxxxxxxxxx Endorsement, Mechanic’s Lien Endorsement and any endorsements necessary legible copies of all off - record matters referred to delete any co-insurance therein or creditors’ rights exclusions of which Seller otherwise has knowledge and which affect title to coverage, as appropriate (“Title Policy”) in the amount of the Purchase Price, showing fee Land. Seller shall convey title to the Land and Improvements vested in to Buyer free and clear of all monetary liens and encumbrances (or its title nominee, as hereinafter providedexcept a lien for current real property taxes and assessments collected with such taxes), and subject only to non-monetary encumbrances, contracts, agreements, rights, easements, rights-of-way, and mineral leases, rights and reservations set forth in the following (“Condition of Title”): (a) A lien to secure payment of real estate taxes and special assessments, not delinquent; (b) Matters affecting the Condition of Title created by or with the written consent of Buyer; (c) Exceptions disclosed by a current extended coverage ALTA Commitment (“Commitment”) with respect to the Land and Improvements issued by the Title Company and which are approved or deemed Preliminary Report that have been specifically approved by Buyer in accordance with this Sectionwriting (the “Permitted Exceptions”). SellerUpon receipt of the Preliminary Report and copies of all of documents referred to above, at its sole cost and expense, Buyer shall cause the Commitment have fifteen (15) days within which to be provided notify Seller in writing of any exceptions to title disclosed thereby that Buyer, together with legible copies in its reasonable 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 the instruments underlying any exceptions referred to in the Commitment trust, and financing statements (“Monetary Exceptions”), and a copy any right, interest or claim that may exist, arise or be asserted against the Title under or pursuant to the Perishable Agricultural Commodities Act of Seller1930, 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 most recent survey notice of the Land Objectionable Exceptions. If Buyer notifies Seller of one or more Objectionable Exceptions, Seller shall have five (“Survey”) within ten (105) days following after receipt of such written notice to (i) remove or agree to remove the Opening of Escrow. Seller shall be absolutely obligated to remove, at or Objectionable Exception(s) prior to the Close of Escrow, and proceed to close the sale; or (ii) refuse to remove the Objectionable Exception(s), in which case Buyer may elect to waive its objection and close the sale, or withdraw its offer to purchase the Property and receive a refund of the Deposit, whereupon neither Party shall have any further obligation to sell or purchase the Property. Buyer may at its cost and expense, undertake a boundary or full ALTA survey of the Land (the “Survey”). In the event that Buyer elects to have the Land or any portion of it surveyed, Buyer shall be deemed have until the earlier of (i) five (5) days following receipt of the Survey and any amended Preliminary Report issued as a result thereof, or (ii) five (5) days prior to have disapproved, all monetary exceptions to title other than non-delinquent real property taxes and installments of special assessments. If, on or before the expiration of the Inspection Period Due Diligence Period, to raise additional Objectionable Exceptions disclosed by the Survey but not otherwise described in the Preliminary Report (defined belowan “Arising Exception”). If thereafter, but prior to the Close, the Survey is materially changed, revised or amended, Buyer does not disapproveshall have an additional five (5) days within which to raise additional Objectionable Exceptions arising from such change, by written revision or amendment. In the event Buyer gives timely notice delivered to Seller and Escrow Holder within such period, any non-monetary items described thereinof an Arising Exception, then the evaluation and elections concerning such items Arising Exception shall be deemed approved conducted in the same manner and Buyer shall no longer have the right to terminate the Escrow pursuant to time periods as Objectionable Exceptions as specified in this Section 46.3 above. If, on or before the expiration Seller will convey marketable title to any of the Inspection Period (defined below)Improvements that are personal property, the Maps and Records, Intangible Interests, Water and Mineral Rights, and Environmental Attributes to Buyer disapproves, by written notice delivered to Seller and Escrow Holder within such period, any non-monetary items described therein, Seller shall thereafter have the right (but not the obligation, notwithstanding anything to the contrary herein contained) to attempt to eliminate or ameliorate, on or before at the Close of Escrow, to Buyer’s reasonable satisfaction, such matters as Buyer shall have so disapproved. Seller shall give written notice to Buyer, within ten (10) days free of Seller’s receipt of Buyer’s notice of disapproval, whether Seller is unable and/or unwilling to ameliorate or eliminate such disapproved matters. If Seller so notifies Buyer that it is unable and/or unwilling to eliminate or ameliorate any such disapproved matters, Buyer shall have the right, exercisable by written notice delivered to Seller all liens and Escrow Holder within five (5) days of receipt of Seller’s notice, to terminate the Escrow, in which event Buyer’s Deposit and Additional Deposit plus all accrued and unpaid interest thereon shall be returned to Buyer as its sole and exclusive remedy (unless due to a default under this Agreement by Seller), and thereafter the Escrow, this Agreement and the rights and obligations of the parties hereunder shall terminate, except as and to the extent otherwise expressly herein provided. If Buyer does not so terminate the Escrow, then Buyer shall be deemed to have waived its prior disapprovals of those matters which Seller is unable and/or unwilling to eliminate or ameliorate, in which event such disapproved matters shall be deemed approved and Buyer shall no longer have the right to terminate this Agreement pursuant to this Section 4; and (d) During the term of the Escrow, Seller shall not cause or permit title to the Land and Improvements to differ from the Condition of Title approved by Buyer pursuant to the foregoing, without Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Seller shall provide whatever documentation and indemnities that are necessary to cause the Title Policy to include a mechanic’s lien endorsementencumbrances.