Common use of New Exceptions Clause in Contracts

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company issues an update to the Preliminary Report that shows an exception to title not previously listed (a "New Exception"), Buyer shall have five (5) business days following receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice") to such New Exception. Buyer’s failure to approve or disapprove any New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereof. If Buyer timely disapproves, or is deemed to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b).

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company issues an update to the Preliminary Report that shows an exception notifies Buyer of any New Exceptions to title not previously listed (a "New Exception")after the Approval Date, Buyer shall have five (5) business days following receipt Business Days in which to notify Seller of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice") to its approval or disapproval of such New Exception. Buyer’s failure Failure to approve or disapprove any deliver notice of approval of such New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereofof the New Exception. If Buyer timely disapproves, or is deemed to have disapproved, any disapproves such New Exception, then Seller may, but shall notify Buyer within two (2) Business Days thereafter whether or not be obligated to, correct Seller can or will cause the removal of such New Exceptions specified in Exception. Failure to deliver such notice at by Seller shall be deemed Seller’s refusal to cause the removal of such New Exception. If Seller is unwilling or prior unable to cause the removal of such New Exception, Buyer shall have the right within two (2) Business Days thereafter in which to waive such objection to title and agree to proceed to Closing Datein accordance with the terms and provisions of this Agreement, or terminate this Agreement, in which case Section 14(a) shall apply. Failure by Buyer to deliver notice of waiver shall be deemed Buyer's objection to title and election to terminate this Agreement; provided, however, if Seller is able and willing that in order to eliminate or cure all avoid an unintended termination of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Periodthis Agreement, this Agreement shall terminatenot terminate unless either Buyer affirmatively terminates this Agreement in writing or Buyer fails to confirm its waiver of the objection to the New Exception within two (2) Business Days after Buyer’s receipt of a written notice from Seller in which Seller confirms the deemed termination of the Agreement under this subsection (i). Buyer agrees that “removal” of a New Exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such New Exception, the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent in form reasonably acceptable to Buyer, and the parties hereto shall have no further rights or obligations, other than those . Buyer acknowledges that by their terms survive the termination of this Agreement. If necessaryAgreement as a consequence of any objection by Buyer to any exception to title to a Property or to any matter affecting title to a Property, the Closing Date shall be extended a termination of the entire Agreement, as to all Properties, and not a termination of this Agreement only as it applies to the third (3rd) business day following the running of the time limits stated in this Section 6(b)affected Property.

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company If Escrow Agent issues an update any amendment to the Preliminary Title Report that shows after the Title Inspection Period disclosing any new title exception (which disclosure shall include an exception accurate plotting of any locatable exceptions) not disclosed in the Preliminary Title Report (or a prior amendment thereto), Parcel Map, Master CC&Rs or Condo CC&Rs, or the Existing Survey or any Updated Survey delivered to title not previously listed Escrow Agent prior to the end of the Inspection Period (a "“New Exception"Exceptions”), Buyer shall have an additional five (5) business days following from receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice"amendment(s) to such New Exception. Buyer’s failure to review and approve or disapprove any the New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereofExceptions only. If Buyer timely disapproves, or is deemed renders any written objections to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to within the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within additional five (5) days business day period referred to herein, Seller and Buyer shall have the same rights and be governed by the same provisions as set forth in Sections 5(a) and 5(b) above. It shall be a condition to the Closing that title to the Property shall be conveyed subject only to the matters disclosed in the Parcel Map, the Master CC&Rs and Condo CC&Rs, and those additional liens, easements, rights of Seller’s receipt of Buyer’s New Exception Notice way and other encumbrances as may be approved or deemed disapproval approved by Buyer as provided in Section 5(a) and 5(b) above or otherwise approved in writing or caused by Buyer ("Seller’s New Exception Notice Period") the “Permitted Exceptions”). Seller shall not place, permit, or cause to be placed any liens or encumbrances on the title to the Property from the date of the Preliminary Title Report referenced above through Closing or thereafter, except that Seller intends shall be entitled to eliminate dedicate or cure (said notice hereinafter called "Seller’s New Exception Notice") grant easements for public utilities, roads and the like as required or contemplated in which case connection with the elimination or curing by Seller recordation of the New Exception(s) specified Parcel Map, Master CC&Rs or Condo CC&Rs. If Seller places, permits, or causes a lien or encumbrance on the Property contrary to the provisions of this Agreement, which can be removed by the payment of money, Escrow Agent is hereby expressly authorized, directed, and instructed to pay such monies in order to remove the lien or encumbrance at Closing from monies otherwise payable to Seller for cure or elimination in Seller’s New Exception Notice at Closing and the net proceeds otherwise available to Seller at Closing shall be completed reduced accordingly. To the extent that monies available to Seller at Closing are insufficient to cause any such lien or encumbrance to be removed, Seller shall, on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Perioddate set for Closing, Buyer is deemed cause additional monies to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit deposited with Escrow Agent to Buyer, and enable Escrow Agent to remove the parties hereto shall have no further rights lien or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b)encumbrance.

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company issues an update to the Preliminary Report that shows an exception to title not previously listed (a "New Exception"), Buyer shall have five (5) business days following receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice") to such New Exception. Buyer’s failure to approve or disapprove any New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereof. If Buyer timely disapproves, or is deemed to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, terminate and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b).

New Exceptions. In the event that 4.5.1 If any Title Update discloses any additional items, which (i) subsequent are not caused by or the result of any act or fault of Purchaser, any Affiliate of Purchaser or any Purchaser Consultant, (ii) are not Mortgages, Tax Liens, Voluntary Liens or Other Monetary Liens (which are covered by Section 4.4) or Violations (which are covered by Section 4.6), (iii) are not items that constitute Permitted Exceptions under Section 4.3, and (iv) are not disclosed in any prior Title Update (but subject to rights of Purchaser with respect to such prior Title Update) (each, a “New Exception”), Purchaser shall notify Sellers in writing of Purchaser’s approval or disapproval of such New Exception not later than the delivery to Buyer of date that is the Preliminary Reportearlier (such earlier date, the Title Company issues an update to “New Exception Review Period Expiration Date”) of (i) three (3) Business Days after the Preliminary Report that shows an exception to title not previously listed (a "New Exception"), Buyer shall have five (5) business days following date of its receipt of such update Title Update and (ii) the Closing Date. 4.5.2 If Purchaser fails to deliver written notice of its approval or disapproval of any New Exception on or prior to the Preliminary Report New Exception Review Period Expiration Date, or if it approves any New Exception, such New Exception shall be deemed to be a Permitted Exception. 4.5.3 If Purchaser delivers written notice of its disapproval of any New Exception on or prior to the New Exception Review Period Expiration Date, such New Exception shall constitute an “Objected New Exception” and the underlying documents applicable Seller may, in such Seller’s sole discretion, notify Purchaser as to object in writing (the "Buyer’s New Exception Notice") whether it elects to attempt to Remove such New Exception. Buyer’s For the avoidance of doubt, the failure to approve or disapprove Remove any Objected New Exception within shall not be deemed to constitute a breach of any covenant or warranty of any Seller under this Agreement. 4.5.4 If (A) the period described applicable Seller does not elect, pursuant to Section 4.5.3, to attempt to Remove any Objected New Exception, or are unable, prior to the Outside Closing Date, to Remove any Objected New Exception, or (B) such Seller does not elect, pursuant to Section 4.4, to attempt to remove any Other Monetary Lien which it is not obligated to Remove, under such Section 4.4, then Purchaser shall have the right, as its exclusive remedy, to elect to either (i) waive its objection to such Objected New Exception or Other Monetary Lien and proceed with the Transactions without a reduction in the initial sentence of this Section 6(b) Purchase Price, in which event Purchaser shall be deemed disapproval thereof. If Buyer timely disapproves, or is deemed to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct approved such New Exceptions specified in such notice at or prior to the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s Objected New Exception Notice or deemed disapproval ("Seller’s Other Monetary Lien and such Objected New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice Other Monetary Lien shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Noticeconstitute a Permitted Exception, or (ii) notifies elect, by written notice to Sellers, to terminate this Agreement solely with respect to the applicable Property (which is subject to the applicable Objected New Exception or is Other Monetary Lien) and, upon any such election, (a) this Agreement shall be deemed automatically terminated solely with respect to the applicable Property (and the applicable Property shall no longer constitute a “Property” for the purposes of this Agreement) effective as of Purchaser’s notice to Sellers of such election, (b) such Property shall be excluded from the property to be sold by Sellers to Purchaser at the Closing, (c) the Purchase Price payable by Purchaser at the Closing shall be reduced by an amount equal to the Allocated Purchase Price allocated to such Property as set forth on Schedule I and (d) all of Sellers’ representations, warranties, covenants, liabilities and obligations, and Purchaser’s rights, with respect to such Property shall be void and of no further force and effect (without limiting the respective rights and obligations of the parties with respect to the other Properties and except for matters which expressly survive the termination of this Agreement). 4.5.5 Notwithstanding the foregoing provisions of this Section 4.5, if the Closing occurs, Purchaser shall be deemed to have notified Buyer that Seller is unable or unwilling to cure accepted any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, as a Permitted Exception and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of remedies with respect to such New Exception except as otherwise set forth in this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b).

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company issues If an update to a Pro Forma Policy or an Updated Survey for the Preliminary Report that shows Property (or, if applicable, if an update to a Title Commitment for the Property) received after the Cut-Off Date and prior to the Closing Date references a new exception to title not previously listed or a new survey matter for the Property (each, a "New Exception," and collectively, the "New Exceptions"), Buyer then Purchaser shall have five (5) business days following Business Days (the "Objection Period") to provide notice of its objection to Seller (the "Exception Notice"). Seller shall have ten (10) Business Days from its receipt of such update Exception Notice to cure any applicable New Exception to the Preliminary Report and the underlying documents to object in writing reasonable satisfaction of Purchaser (the "Buyer’s Exception Cure Period"). (ii) If Seller is not able to cure such New Exceptions within said Exception Cure Period to Purchaser's reasonable satisfaction, then Purchaser shall have the right with respect to each such New Exception relating to the Property, to either: (1) terminate this Agreement, as Purchaser's sole and exclusive remedy, by giving written notice to Seller (a "New Exception Termination Notice") of the same no later than three (3) Business Days after the expiration of the Exception Cure Period (the "Election Period"); provided that if this Agreement is terminated pursuant to this Section 5.(c)(ii), and such New Exception. Buyer’s failure Exception is the result of a default by Seller hereunder, Seller also shall pay to approve Purchaser the Pursuit Costs (as defined below) up to a maximum of TWO HUNDRED FIFTY THOUSAND AND NO/100 DOLLARS ($250,000.00) so long as Purchaser provides reasonably detailed evidence of such costs to Seller; or disapprove any (2) elect to waive its termination right pursuant to clause (1) and proceed with the Closing, in which event the applicable New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereof. If Buyer timely disapproves, or is deemed a Permitted Exception for the Property (if Purchaser fails to have disapproved, any provide a New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior Exception Termination Notice pursuant to the Closing Date; providedterms above, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice Purchaser shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected clause (2) above). (iii) If Purchaser terminates this Agreement pursuant to not cure within five (5) days following Seller’s New Exception Notice PeriodSection 5.(c)(ii), then the Deposit will be returned promptly to Purchaser, this Agreement shall will terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, and the parties hereto shall will have no further rights rights, duties, or obligationsobligations hereunder, other than as set forth herein with respect to those rights and obligations that by their terms survive the termination of this Agreement. As used herein, the Objection Period, Exception Cure Period, and Election Period, collectively and as applicable, shall be referred to as the "New Exception Period." If necessaryan applicable New Exception Period has not expired prior to the then-applicable Closing Date, the Closing Date shall be automatically extended to allow for the third (3rd) business day following the running expiration of the time limits stated in New Exception Period. By way of example, if a New Exception arises one (1) Business Day prior to the Closing Date, then the Closing Date shall be automatically extended by the New Exception Period. If Purchaser then fails to provide an Exception Notice to Seller within the applicable Objection Period, the New Exception Period shall be deemed to expire at the end of the Objection Period (and the Closing Date, as applicable, would be automatically extended pursuant to this Section 6(b5.(c)(iii) and the provisions of Section 10.(b)(vi)).

New Exceptions. In At any time until Closing, Buyer may notify Seller in writing (a “Title Notice”) of any exceptions to title that are not disclosed in the Existing Title Report or on the Existing Survey (each a “New Title Matter”); provided, that Buyer must notify Seller of its objections to title no later than (a) with respect to New Title Matters shown on Buyer’s Title Report and Buyer’s Survey, within ten (10) Business Days after Buyer’s receipt of Buyer’s Title Report and Buyer’s Survey but in no event later than twenty (20) Business Days after the Effective Date, including receipt of complete and legible copies of all exceptions disclosed in such Title Report and Survey, and (b) with respect to any other New Title Matter, within ten (10) Business Days after Buyer’s receipt of reasonably detailed written notice of such New Title Matter, together with a complete and legible copy of the documents relating to such New Title Matter. If Buyer timely delivers a Title Notice to Seller, Seller shall have five (5) days after receipt of the Title Notice to notify Buyer that either (x) Seller will remove such exceptions from title on or before the Closing (provided that Seller may extend the Closing, by giving Buyer at least five (5) Business Days prior written notice, for such reasonable periods as Seller shall reasonably deem necessary to effect such cure but in no event later than one hundred fifty (150) days after the Effective Date); or (y) Seller elects not to remove such exceptions (provided that Seller shall be obligated to pay and remove all Monetary Liens at Closing). If Seller does not deliver such notice within such five day period then Seller shall be deemed to have elected to not remove such exception. If Seller (i) subsequent gives Buyer written notice that Seller will not remove one or more of such exceptions or (ii) is deemed to the delivery have elected to Buyer not remove one or more of the Preliminary Reportsuch exceptions, the Title Company issues an update to the Preliminary Report that shows an exception to title not previously listed (a "New Exception"), then Buyer shall have five (5) business days following Business Days from receipt of such update to notice (or the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice") to such New Exception. Buyer’s failure to approve or disapprove any New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereof. If Buyer timely disapproves, or date on which Seller is deemed to have disapprovedmade such election) in which either to notify Seller that Buyer will nevertheless proceed with the purchase and take title to the Property subject to such exceptions or to terminate this Agreement, any New Exceptionnotwithstanding that such termination would occur after the Approval Date. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, then Seller may, but neither party shall not be obligated to, correct such New Exceptions specified in such notice at have any further rights or prior obligations hereunder (except for any indemnity obligations of either party pursuant to the Closing Date; providedother provisions of this Agreement that are expressly provided to survive the Closing), however, if the Deposit shall be returned to Buyer and each party shall bear its own costs incurred hereunder. If Buyer shall fail to notify Seller is able and willing to eliminate or cure all of its election within such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice Business Day period, then Buyer shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is conclusively deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, proceed with the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, purchase and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended take title to the third (3rd) business day following the running of the time limits stated in this Section 6(b)Property subject to such exceptions.

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company issues an update to the Preliminary Report that shows an exception to title not previously listed (a "New Exception"), as long as such New Exception is not caused by Buyer Buyer shall have five (5) business days following receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice") to such New Exception. Buyer’s failure to approve or disapprove any New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval approval thereof. If Buyer timely disapproves, or is deemed to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to Buyer, terminate and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b).

New Exceptions. In Purchaser may have Seller's title to the event that Property re-reviewed at any time and from time to time up to the Closing and may give Seller written notice of any additional title exceptions which first appear of record after the effective date of each applicable Title Commitment ("New Exceptions"). Seller shall, if requested by Purchaser, (i) subsequent to the delivery to Buyer of the Preliminary Reportcause any such exception created by, the Title Company issues an update to the Preliminary Report that shows an exception to title not previously listed through or under Seller without Purchaser's written consent (a "New Exception"), Buyer shall have five (5) business days following receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice"its sole discretion) to such New Exception. Buyer’s failure to approve or disapprove any New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereof. If Buyer timely disapproves, or is deemed to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or removed prior to the Closing Date; providedand (ii) use good faith, however, if Seller is able and willing commercially reasonable efforts to eliminate or cure all of remove any other New Exceptions prior to the Closing. If any such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends is not removed prior to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") Closing and in which case will have a material adverse effect on the elimination or curing by Seller use and operation of the New Exception(sapplicable Project, in Purchaser's reasonable judgment, Purchaser may elect either (a) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller case of an exception described in clause (i) does not timely deliver Seller’s New Exception Noticeabove, to close and receive credit against the Purchase Price equal to the lesser of (A) the cost of curing such title objection or (B) any diminution in value, determined by an independent third party appraiser, resulting from or likely to result from such title objection, or (iib) notifies or is deemed to have notified Buyer that Seller is unable or unwilling terminate this Agreement as to cure any disapproved New Exception(s), then, unless Buyer waivesthe affected Project, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, event the Escrow Agent shall promptly return any Exxxxxx Money on deposit with Escrow Agent to BuyerPurchase Price will be reduced by the allocated Purchase Price of the affected Project, and the parties hereto shall have no further rights rights, duties or obligations, other than obligations hereunder with respect to such Project except for those that obligations which by their terms survive the termination of this Agreement. If necessaryIn addition, if Purchaser elects to terminate this Agreement as to a certain Project as a result of one or more New Exceptions affecting such Project, and such affected Project is a part of a cross-collateralized debt pool and the Closing Date relevant lender or lenders will not permit such Project to be removed from the pool at no cost to Purchaser, Purchaser may elect to terminate this Agreement as to all Properties, in which event the Earnxxx Xxxey shall be extended returned to Purchaser and the third (3rd) business day following the running parties shall have no further rights, duties or obligations hereunder except for those obligations which by their terms survive termination of the time limits stated in this Section 6(b)Agreement.

New Exceptions. In the event that (i) subsequent to the delivery to Buyer of the Preliminary Report, the Title Company If Escrow Agent issues an update any amendment to the Preliminary Title Report that shows after the Title Inspection Period disclosing any new title exception (which disclosure shall include an exception accurate plotting of any locatable exceptions) not disclosed in the Preliminary Title Report (or a prior amendment thereto), Parcel Map, Master CC&Rs, or the Existing Survey or any Updated Survey delivered to title not previously listed Escrow Agent prior to the end of the Inspection Period (a "“New Exception"Exceptions”), Buyer shall have an additional five (5) business days following from receipt of such update to the Preliminary Report and the underlying documents to object in writing (the "Buyer’s New Exception Notice"amendment(s) to such New Exception. Buyer’s failure to review and approve or disapprove any the New Exception within the period described in the initial sentence of this Section 6(b) shall be deemed disapproval thereofExceptions only. If Buyer timely disapproves, or is deemed renders any written objections to have disapproved, any New Exception, then Seller may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to within the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within additional five (5) days business day period referred to herein, Seller and Buyer shall have the same rights and be governed by the same provisions as set forth in Sections 5(a) and 5(b) above. It shall be a condition to the Closing that title to the Property shall be conveyed subject only to the matters disclosed in the Parcel Map and the Master CC&Rs, and those additional liens, easements, rights of Seller’s receipt of Buyer’s New Exception Notice way and other encumbrances as may be approved or deemed disapproval approved by Buyer as provided in Section 5(a) and 5(b) above or otherwise approved in writing or caused by Buyer ("Seller’s New Exception Notice Period") the “Permitted Exceptions”). Seller shall not place, permit, or cause to be placed any liens or encumbrances on the title to the Property from the date of the Preliminary Title Report referenced above through Closing or thereafter, except that Seller intends shall be entitled to eliminate dedicate or cure (said notice hereinafter called "Seller’s New Exception Notice") grant easements for public utilities, roads and the like as required or contemplated in which case connection with the elimination or curing by Seller recordation of the New Exception(s) specified Parcel Map or Master CC&Rs. If Seller places, permits, or causes a lien or encumbrance on the Property contrary to the provisions of this Agreement, which can be removed by the payment of money, Escrow Agent is hereby expressly authorized, directed, and instructed to pay such monies in order to remove the lien or encumbrance at Closing from monies otherwise payable to Seller for cure or elimination in Seller’s New Exception Notice at Closing and the net proceeds otherwise available to Seller at Closing shall be completed reduced accordingly. To the extent that monies available to Seller at Closing are insufficient to cause any such lien or encumbrance to be removed, Seller shall, on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Perioddate set for Closing, Buyer is deemed cause additional monies to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller (i) does not timely deliver Seller’s New Exception Notice, or (ii) notifies or is deemed to have notified Buyer that Seller is unable or unwilling to cure any disapproved New Exception(s), then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return any Exxxxxx Money on deposit deposited with Escrow Agent to Buyer, and enable Escrow Agent to remove the parties hereto shall have no further rights lien or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended to the third (3rd) business day following the running of the time limits stated in this Section 6(b)encumbrance.

New Exceptions. In If at any time after the event that (i) subsequent to the delivery to Buyer expiration of the Preliminary ReportFeasibility Period, the Title Company issues an any update to the Preliminary Report Title Commitment or Existing Survey discloses any additional item that shows an exception materially adversely affects title to title the Property which was not previously listed disclosed on any version of or update to the Title Commitment delivered to Purchaser during the Review Period (a "the “New Exception"”), Buyer Purchaser shall have five (5) business a period of 5 days following from the date of its receipt of such update (the “New Exception Review Period”) to the Preliminary Report review and the underlying documents to object notify Seller in writing (of Purchaser’s approval or disapproval of the "Buyer’s New Exception Notice") to such New Exception. BuyerIf Purchaser disapproves of the New Exception, Seller may, in Seller’s failure sole discretion, notify Purchaser as to approve or disapprove any whether it is willing to cure the New Exception. If Seller elects to cure the New Exception, Seller shall be entitled to reasonable adjournments of the Closing Date to cure the New Exception, not to exceed 30 days in the aggregate. If Seller fails to deliver a notice to Purchaser within 3 days after the expiration of the New Exception within the period described in the initial sentence of this Section 6(b) Review Period, Seller shall be deemed disapproval thereofto have elected not to cure the New Exception. If Buyer timely disapprovesPurchaser is dissatisfied with Seller’s response, or is deemed to have disapprovedlack thereof, any New Exception, then Seller Purchaser may, but shall not be obligated to, correct such New Exceptions specified in such notice at or prior to the Closing Date; provided, however, if Seller is able and willing to eliminate or cure all of such New Exceptions which Buyer has disapproved, Seller shall notify Buyer in writing within five (5) days of Seller’s receipt of Buyer’s New Exception Notice or deemed disapproval ("Seller’s New Exception Notice Period") that Seller intends to eliminate or cure (said notice hereinafter called "Seller’s New Exception Notice") and in which case the elimination or curing by Seller of the New Exception(s) specified by Seller for cure or elimination in Seller’s New Exception Notice shall be completed on or before the Closing Date. If Seller does not deliver Seller’s New Exception Notice to Buyer within Seller’s New Exception Notice Period, Buyer is deemed to be notified that Seller is unable or unwilling to eliminate or cure the disapproved New Exception(s). If Seller as its exclusive remedy elect either: (i) does not timely deliver Seller’s New Exception Noticeto terminate this Agreement, in which event the Deposit shall be promptly returned to Purchaser or (ii) notifies or is to waive the New Exception and proceed with the transactions contemplated by this Agreement, in which event Purchaser shall be deemed to have notified Buyer that approved the New Exception. If Purchaser fails to notify Seller is unable or unwilling of its election to cure any disapproved terminate this Agreement in accordance with the foregoing sentence within 6 days after the expiration of the New Exception(s)Exception Review Period, then, unless Buyer waives, in writing, those disapproved New Exception(s) for which Seller has elected or is Purchaser shall be deemed to have elected to not cure within five (5) days following Seller’s New Exception Notice Period, this Agreement shall terminate, the Escrow Agent shall promptly return approve and irrevocably waive any Exxxxxx Money on deposit with Escrow Agent to Buyer, and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement. If necessary, the Closing Date shall be extended objections to the third (3rd) business day following the running of the time limits stated in this Section 6(b)New Exception.