Common use of New Title Defects Clause in Contracts

New Title Defects. In the event that, after the Effective Date and prior to Closing, a revision of the Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up Fee); or (ii) to take title subject to such New Title Defect. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIODNotwithstanding this Section 2.8, between the Effective Date and the Closing Date, Seller shall not sell, assign, lease, convey (absolutely or as security) or grant a security interest in the Property (or any part thereof or estate therein) in any manner that will survive Closing, except with the prior written approval of Purchaser or as expressly provided in this Agreement.

New Title Defects. In the event thatthat after the delivery of the Existing Survey and after the expiration of the Title Review Period, or, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Updated Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Seller’s receipt of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and, upon such termination, the Xxxxxxx Money shall be returned to Purchaser and Purchaser thereafter neither party shall receive the Break-up Feehave any further obligations hereunder except those that expressly survive termination of this Agreement); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-five (5) day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may beCommitment, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the any New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the such New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title DefectDefect and all Permitted Exceptions. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date and prior to Closing, a revision of the Title Commitment or the Updated Survey reveals an adverse matter objectionable to Purchaser that was not previously disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “"New Title Defect”"), Purchaser shall have five (5) days after such matter is disclosed may, on or prior to Purchaser to the Closing, send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day periodon or prior to the Closing, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following on or prior to the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) Closing that either (a) the New Title Defect has been, or will be at or prior to Closing, been removed from the Commitment or the Updated Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of If Seller has not removed the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged on or prior to have the New Title Defect removedClosing, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Periodon or prior to Closing) either: (i) to terminate this Agreement as Purchaser's sole remedy hereunder (in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Periodon or prior to Closing, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) business days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-five (5) business day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) business days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) business days following expiration of the New Title Defect Cure PeriodPeriod and the Closing Date shall be extended to the extent necessary to accommodate such five (5) business day period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) business days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date and prior to Closing, a revision of the Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up Fee); or (ii) to take title subject to such New Title Defect. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Exxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse a matter reasonably objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the all New Title Defect Defects not removed from the Commitment or the Survey will thenceforth be deemed a Permitted ExceptionExceptions; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIODIf Seller elects to remove any New Title Defect from the Title Commitment or the Survey, as the case may be, pursuant to clause (a) above, and Seller fails to cause any such New Title Defect to be so removed prior to Closing, then such failure shall be a default hereunder and Purchaser shall be entitled to all remedies available pursuant to Section 6.2(b) of this Agreement as a result of any such default. Exhibit 10.1

New Title Defects. In the event that, after the Effective Date delivery of the Existing Survey and after the expiration of the Title Review Period, or after the expiration of the Inspection Period and prior to Closing, a revision of the Commitment Title Commitment, Title Reports, or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the any New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the such New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defect. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title subject to such New Title Defect without any reduction in the Purchase Price; (y) the such New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse a matter reasonably objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money Eaxxxxx Xoney shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the all New Title Defect Defects not removed from the Commitment or the Survey will thenceforth be deemed a Permitted ExceptionExceptions; and (z) this Agreement shall remain in full force and effect. If Seller elects to remove any New Title Defect from the Title Commitment or the Survey, as the case may be, pursuant to clause (a) above, and Seller fails to cause any such New Title Defect to be so removed prior to Closing, then such failure shall be a default hereunder and Purchaser shall be entitled to all remedies available pursuant to Section 6.2(b) of this Agreement as a result of any such default. ARTICLE III INSPECTION PERIODIII

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of Schedule B to the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five ten (510) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-ten (10) day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such the Permitted Exceptions and the New Title Defect. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title subject to the Permitted Exceptions and the New Title Defect without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller Sellers of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller Sellers shall notify Purchaser in writing within five (5) days following the date of Seller’s receipt of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the SurveyCommitment, as the case may be, or (b) Seller has Sellers have failed to arrange and have no intention to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has Sellers have not notified Purchaser that Seller has Sellers have arranged or will at or prior to have Closing remove the New Title Defect removedDefect, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure PeriodPeriod but in no event later than the Closing) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and, upon such termination, the Xxxxxxx Money shall be returned to Purchaser and Purchaser thereafter neither party shall receive the Break-up Feehave any further obligations hereunder except those that expressly survive termination of this Agreement); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, but in no event later than the Closing, send written notice to Seller Sellers of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence or Purchaser elects to take title as is pursuant to clause (ii) of the proceeding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIODIII

New Title Defects. In the event that, after the Effective Date expiration of the Title Review Period and prior to Closing, a revision of the Title Commitment or the Updated Survey reveals an adverse a matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Title Review Period and such matter is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the any New Title Defect within such five-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the such New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Updated Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removedremoved prior to Closing, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title to the Real Estate and Improvements subject to such New Title DefectDefect and all Permitted Exceptions. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall DLI-6478357v11 EXHIBIT 10.3 be deemed to have elected to exercise its right in clause (ii) above take title to the Real Estate and Improvements subject to such New Title Defect and all Permitted Exceptions without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.

New Title Defects. In the event that, after the Effective Date expiration of the Inspection Period and prior to Closing, a revision of the Title Commitment or the Survey reveals an adverse matter objectionable to Purchaser that was not disclosed to Purchaser prior to the Effective Date expiration of the Inspection Period and is not a Permitted Exception (a “New Title Defect”), Purchaser shall have five (5) business days after such matter is disclosed to Purchaser to send written notice to Seller of such New Title Defect (it being agreed that if Purchaser fails to object to the New Title Defect within such five-business-day period, then such New Title Defect shall thereafter be deemed a Permitted Exception). Seller shall notify Purchaser in writing within five (5) days following the date of Purchaser’s notice of such New Title Defect (the “New Title Defect Cure Period”) that either (a) the New Title Defect has been, or will be at or prior to Closing, removed from the Commitment or the Survey, as the case may be, or (b) Seller has failed to arrange to have the New Title Defect removed. If, upon the expiration of the New Title Defect Cure Period, Seller has not notified Purchaser that Seller has arranged to have the New Title Defect removed, then Purchaser may elect (which election must be made in writing within five (5) days following expiration of the New Title Defect Cure Period) either: (i) to terminate this Agreement as Purchaser’s sole remedy hereunder (in which event the Xxxxxxx Money shall be returned to Purchaser and Purchaser shall receive the Break-up FeePurchaser); or (ii) to take title subject to such New Title Defectas it then is. If Purchaser does not, within five (5) days after the expiration of the New Title Defect Cure Period, send written notice to Seller of its election to terminate this Agreement pursuant to clause (i) of the preceding sentence, then (x) Purchaser shall be deemed to have elected to exercise its right in clause (ii) above take title as it then is without any reduction in the Purchase Price; (y) the New Title Defect will thenceforth be deemed a Permitted Exception; and (z) this Agreement shall remain in full force and effect. ARTICLE III INSPECTION PERIOD.