Common use of New Title Exceptions Clause in Contracts

New Title Exceptions. In the event that prior to the Closing, any new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey (“New Title Exceptions”), Seller shall deliver written notice to Buyer disclosing the existence of such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute a Disapproved Title Exception except to the extent Buyer gives Seller written notice of Buyer’s approval of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date) after the date of Buyer’s receipt of Seller’s written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”). In the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In the event that prior to the Closing, any new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey (“"New Title Exceptions”"), Seller shall deliver written notice to Buyer disclosing the existence of such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute a Disapproved Title Exception except to the extent Buyer gives Seller written notice of Buyer’s 's approval ("New Title Exceptions Approval Notice") of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date, which date shall be extended to allow for delivery of the New Title Exceptions Approval Notice two (2) Business Days prior to Closing) after the date of Buyer’s 's receipt of Seller’s 's written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”)Exceptions. In the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; on or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptionsbefore the last Business Day immediately preceding the Closing Date. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property and not listed as a title exception in Schedule B of the ALTA Extended Coverage Policy prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer in Buyer's sole and absolute discretion. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “"Permitted Title Exceptions”"); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.term

New Title Exceptions. In If the event that prior Commitment or Survey is updated after the Feasibility Period and reflects a new title or survey exception which would, in the reasonable opinion of a reasonably prudent investor, materially adversely affect title to the Closing, any new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey Property (a “New Title ExceptionsException”), Seller shall deliver written notice to Buyer disclosing the existence of such New Title ExceptionsPurchaser shall, together with copies of all underlying documents. Each as long as such New Title Exception shall be deemed was not caused or created by Purchaser, have the right to constitute a Disapproved Title Exception except object to the extent Buyer gives Seller same by delivery of written notice of Buyer’s approval of one or more to Seller (the “New Title Exceptions within Objection Notice”) on or before the earlier of the Closing Date or five (5) Business Days (but in no event later than the Closing Date) after business days following the date of Buyer’s receipt of Seller’s written notice of Purchaser receives the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”)updated Commitment or Survey. In the event Buyer If Purchaser fails to timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to deliver the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure DeadlineObjection Notice, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall Purchaser will be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures waived such New Title Exception as reasonably determined by Buyerand same will be considered a Permitted Exception hereunder. In the event Seller does not timely has no obligation to cure one or more of those any New Title Exceptions which are deemed Exception, but if Seller timely receives a New Title Objection Notice and fails to constitute Disapproved provide the Title ExceptionsCompany with such affidavits, indemnities, bonds or other assurances necessary for the Title Company to issue the Title Policy without exception for such New Title Exception, then Buyer may electPurchaser shall have the right to terminate this Agreement by delivery of written notice to Seller and the Title Company on or before the Closing Date. If Purchaser timely delivers such termination notice, at the Deposit shall be delivered to Purchaser and thereupon neither party shall, subject to the Surviving Termination Obligations, have any time further rights or obligations to the other hereunder. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the Closing Date, to either: (A) continue time being of the essence, the termination right described in this Agreement in effect without modification Section 6.4 shall be immediately null and purchase void and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a caseno further force or effect, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement will occur as scheduled and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such Permitted Exceptions will include all uncured New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In the event that prior to the Closing, Buyer receives written notice from Seller, Escrow Agent, Title Insurer and/or any other Person of the existence of any new title exceptions are discovered by or revealed to Sellermaterial survey matters actually affecting the Real Property, which new title exceptions or survey matters were not otherwise set forth or referred to in the Preliminary Title Report and/or in the ALTA Survey (“New Title Exceptions”), Seller shall deliver written notice to Buyer disclosing the existence of all such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception Exceptions shall be deemed to constitute a Disapproved Permitted Title Exception except to the extent Exceptions for purposes of this Agreement, unless Buyer gives Seller written notice of Buyer’s approval 's disapproval of one or more such New Title Exceptions within five (5) Business Days (but in no event later than after the Closing DateClosing) after the date of Buyer’s 's receipt of Seller’s written notice of the existence of such the New Title Exceptions (“Disapproved New Title Exceptions Approval Notice”). In The Disapproved New Title Exceptions Notice shall list each item of dissatisfaction or objection in particular (each, a “Disapproved New Title Exception” and collectively, the “Disapproved New Title Exceptions”). Except for Monetary Obligations, Seller shall not be required to cause any of the Disapproved New Title Exceptions to be cured on or before the Closing. Notwithstanding the foregoing, in the event Buyer timely delivers to Seller a Disapproved New Title Exceptions Approval Notice, those Seller shall have the right, but not the obligation, in its sole discretion, to agree to endeavor to cure one or more of the Disapproved New Title Exceptions approved by delivering to Buyer pursuant to written notice (the “Disapproved New Title Exceptions Approval Cure Notice”) specifying Seller's election to endeavor to cure one or more of the Disapproved New Title Exceptions, as applicable, within five (5) Business Days (but in no event after the Closing) following Seller's receipt of Buyer's Disapproved New Title Exceptions Notice (the “Disapproved New Title Exceptions Cure Election Deadline”). If Seller fails to timely deliver a Disapproved New Title Exceptions Cure Notice to Buyer, then Seller shall be deemed to have elected not to endeavor to cure any of the Disapproved New Title Exceptions. In the event: (i) Buyer timely delivers to Seller a Disapproved New Title Exceptions Notice pursuant to this Section 4.1(c); and (ii) Seller elects (or is deemed to have elected) not to endeavor to cure one or more of the Disapproved New Title Exceptions pursuant to this Section 4.1(c), provided such Disapproved New Title Exceptions are not Monetary Obligations which Seller is obligated to cure on or before the Closing pursuant to Section 5.1(c) hereof, then Seller shall not be in default under this Agreement and, in such a case, within three (3) Business Days (but in no event after the Closing) following the Disapproved New Title Exceptions Cure Election Deadline, Buyer may elect either: (A) to continue this Agreement in effect without modification and purchase and acquire the Property in accordance with, and subject to, the terms and conditions of this Agreement, subject to such Disapproved New Title Exceptions (in which case the Disapproved New Title Exceptions which Seller has elected (or is deemed to have elected) not to endeavor to cure shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure); or (iiB) deliver written notice to Buyer of Seller’s failure terminate this Agreement and the Escrow pursuant to Section 8.5(a) hereof. In the event Seller elects to endeavor to cure one or more of such the Disapproved New Title Exceptions. A New Title Exception which is deemed to constitute , a Disapproved New Title Exception shall be deemed to have been cured if if: (1) Seller causes such item to be removed from record title to the Real Property (or, with respect to survey matters, cause such item to be removed from the Real Property) prior to the Closing Disapproved New Title Exceptions Cure Deadline; (2) if Seller causes Title Insurer to issue the Title Policy without reflecting such item as an exception thereof in a manner reasonably approved by Buyer; or (3) Seller otherwise cures such Buyer's objection in a manner reasonably approved by Seller and Buyer. Following the timely receipt of a Disapproved New Title Exception as reasonably determined by Exceptions Notice from Buyer, if Seller timely delivers a Disapproved New Title Exceptions Cure Notice to Buyer, Seller shall have until the Disapproved New Title Exceptions Cure Deadline to cure the applicable Disapproved New Title Exceptions. In the event Seller does not timely cure cures one or more of those Disapproved New Title Exceptions which are deemed that Seller has elected to constitute endeavor to cure on or before the Disapproved New Title ExceptionsExceptions Cure Deadline, then Seller shall deliver written notice to Buyer may electspecifying those Disapproved New Title Exceptions that Seller has cured and those Disapproved New Title Exceptions that Seller has not been able to cure (“Disapproved New Title Exceptions Cure Completion Notice”). In the event Seller fails to timely cure any Disapproved New Title Exceptions that Seller has elected to endeavor to cure on or before the Disapproved New Title Exceptions Cure Deadline, at any time provided such Disapproved New Title Exceptions are not Monetary Obligations which Seller is obligated to cure on or before the Closing Datepursuant to Section 5.1(c) hereof, then Seller shall not be in default under this Agreement and, in such a case, Buyer may elect, no later than two (2) Business Days following the Disapproved New Title Exceptions Cure Deadline, to either: (Ax) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with with, and subject to, the terms and conditions of this Agreement, subject to such the Disapproved New Title Exceptions which Seller elected to endeavor to cure and failed to timely cure (which Disapproved New Title Exceptions will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (By) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such Disapproved New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f5.1(c) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event pursuant to Section 5.1(c) hereof, Seller shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees be obligated to and shall remove cure all Monetary Obligations of record against the Property on or before the Closing.

New Title Exceptions. In To the event that prior to the Closing, extent any new title exceptions are discovered disclosed by any updates to the Pro Forma delivered by the Title Company to Purchaser prior to Closing that are not Permitted Exceptions or revealed to Seller, Unpermitted Exceptions (which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey shall be governed by Section 7.4) (“New Title Exceptions”), Seller Purchaser shall deliver provide written notice to Buyer disclosing Seller of any objections to any New Title Exceptions within the existence earlier of (x) ten (10) days of its receipt of the updated Pro Forma that disclosed such New Title Exception and (y) the then scheduled Closing Date, and if such notice is within five (5) days of the scheduled Closing Date the Closing shall be extended to afford Purchaser a ten (10) day period for review (provided that if Purchaser fails to provide written notice within such ten (10) day period that it objects to the New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute be a Disapproved Permitted Exception for purposes hereunder). Seller shall thereafter have a period of up to thirty (30) days from receipt of such written notice with the Closing to be extended (but not beyond the Outside Closing Date), if necessary, to accommodate such thirty (30) day period (the “Title Cure Period”) to either (i) remove such New Title Exception except to from the extent Buyer gives Seller written notice of Buyer’s approval of one or more updated Pro Forma, (ii) have such New Title Exceptions within five Exception affirmatively insured over by the Title Company at no cost to Purchaser in a manner reasonably satisfactory to Purchaser, or (5iii) Business Days (but agree to give Purchaser a credit against the Purchase Price at Closing in no event later than an amount reasonably determined by Seller and Purchaser as the Closing Date) after the date monetized value of Buyer’s receipt of Seller’s written notice of the existence any potential damages suffered by Purchaser as a result of such New Title Exceptions (“New Title Exceptions Approval Notice”)Exception. In the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, If Seller shall either: fail to take any of the actions set forth in clauses (i) cause all New - (iii) in this Section 7.5 by the end of the Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title ExceptionsCure Period, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereofPurchaser, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled its right to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in terminate this Agreement to the contraryextent permitted by Section 4.1 or Section 11.2, shall be permitted (but shall not be obligated) to set off the monetized value of any New Title Exception against the Purchase Price at Closing and if any dispute shall exist with respect to the amount of such monetized value, the amount claimed by Purchaser shall remain with the Escrow Agent in no event shall escrow until finally resolved by the term “Permitted Title Exceptions” include any Monetary Obligations, parties acting reasonably and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.in good faith

New Title Exceptions. In the event that prior Notwithstanding anything to the Closingcontrary contained herein, any if the Commitment or Survey is updated after the Feasibility Period to reflect a new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey survey exception (a “New Title ExceptionsException”), Seller shall deliver written notice to Buyer disclosing the existence of such New Title ExceptionsPurchaser shall, together with copies of all underlying documents. Each as long as such New Title Exception shall be deemed was not caused or created by Purchaser, have the right to constitute a Disapproved Title Exception except object to the extent Buyer gives Seller same by delivery of written notice of Buyer’s approval of one or more New Title Exceptions within five to Seller (5) Business Days (but in no event later than the Closing Date) after the date of Buyer’s receipt of Seller’s written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Objection Notice”)) on or before the earlier of the Closing Date or two (2) business days following the date Purchaser receives the updated Commitment or Survey. In the event Buyer If Purchaser fails to timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to deliver the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure DeadlineObjection Notice, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall Purchaser will be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures waived such New Title Exception as reasonably determined by Buyerand same will be considered a Permitted Exception hereunder. In the event Seller does not timely has no obligation to cure one or more of those any New Title Exceptions which are deemed Exception (other than a Seller Lien), but if Seller timely receives a New Title Objection Notice and fails to constitute Disapproved provide the Title ExceptionsCompany with such affidavits, indemnities, bonds or other assurances necessary for the Title Company to issue the Title Policy without exception for such New Title Exception, then Buyer may electPurchaser shall have the right to terminate this Agreement by delivery of written notice to Seller and the Title Company on or before the Closing Date. If Purchaser timely delivers such termination notice, at the Deposit shall be delivered to Purchaser and thereupon neither party shall, subject to the Surviving Termination Obligations, have any time further rights or obligations to the other hereunder. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the Closing Date, to either: (A) continue time being of the essence, the termination right described in this Agreement in effect without modification Section 6.3 shall be immediately null and purchase void and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a caseno further force or effect, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement will occur as scheduled and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such Permitted Exceptions will include all uncured New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In the event that prior to the Closing, any new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey and which new title exceptions were not caused by Buyer (“"New Title Exceptions”"), Seller shall deliver written notice to Buyer disclosing the existence of such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute a Disapproved Title Exception except to the extent Buyer gives Seller written notice of Buyer’s 's approval ("New Title Exceptions Approval Notice") of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date, which date shall be extended to allow for delivery of the New Title Exceptions Approval Notice five (5) Business Days prior to Closing) after the date of Buyer’s 's receipt of Seller’s 's written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”)Exceptions. In the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before Seller and Buyer shall each have the Cure Deadline, Seller shall either: (i) cause all same rights and remedies with respect to a New Title Exceptions Exception as set forth in Section 4.1(b) above with respect to any New Title Exception which are is not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are is therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception), provided Seller shall have a period of two (2) Business Days from receipt of Buyer’s New Title Exceptions Approval Notice to elect to cure any Net Title Exception that constitutes a Disapproved Title Exception and Buyer shall have two (2) Business Days after receipt of Seller’s election (or deemed election) not to cure such Disapproved Title Exception to elect to either terminate the Agreement and the Escrow (in which case the termination provisions set forth in Section 8.5(c) shall govern) or waive such Disapproved Title Exception. The Closing Date shall automatically be extended as needed to allow for the notice and response periods provided in this Section. A New Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property and not listed as a title exception in Schedule B of the ALTA Extended Coverage Policy prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer in Buyer's sole and absolute discretion. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title ExceptionsExceptions that Seller has elected to cure, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “"Permitted Title Exceptions”"); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “"Permitted Title Exceptions” " include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In the event that prior to the Closing, Buyer receives written notice from Seller, Escrow Agent, Title Insurer and/or any other Person of the existence of any new title exceptions are discovered by or revealed to Sellermaterial survey matters actually affecting the Real Property, which new title exceptions or survey matters were not otherwise set forth or referred to in the Preliminary Title Report and/or in the ALTA Survey (“New Title Exceptions”), Seller shall deliver written notice to Buyer disclosing the existence of all such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception Exceptions shall be deemed to constitute a Disapproved Permitted Title Exception except to the extent Exceptions for purposes of this Agreement, unless Buyer gives Seller written notice of Buyer’s approval 's disapproval of one or more such New Title Exceptions within five (5) Business Days (but in no event later than after the Closing DateClosing) after the date of Buyer’s 's receipt of Seller’s written notice of the existence of such the New Title Exceptions (“Disapproved New Title Exceptions Approval Notice”). In The Disapproved New Title Exceptions Notice shall list each item of dissatisfaction or objection in particular (each, a “Disapproved New Title Exception” and collectively, the “Disapproved New Title Exceptions”). Except for Monetary Obligations, Seller shall not be required to cause any of the Disapproved New Title Exceptions to be cured on or before the Closing. Notwithstanding the foregoing, in the event Buyer timely delivers to Seller a Disapproved New Title Exceptions Approval Notice, those Seller shall have the right, but not the obligation, in its sole discretion, to agree to endeavor to cure one or more of the Disapproved New Title Exceptions approved by delivering to Buyer pursuant to written notice (the “Disapproved New Title Exceptions Approval Cure Notice”) specifying Seller's election to endeavor to cure one or more of the Disapproved New Title Exceptions, as applicable, within five (5) Business Days (but in no event after the Closing) following Seller's receipt of Buyer's Disapproved New Title Exceptions Notice (the “Disapproved New Title Exceptions Cure Election Deadline”). If Seller fails to timely deliver a Disapproved New Title Exceptions Cure Notice to Buyer, then Seller shall be deemed to have elected not to endeavor to cure any of the Disapproved New Title Exceptions. In the event: (i) Buyer timely delivers to Seller a Disapproved New Title Exceptions Notice pursuant to this Section 4.1(c); and (ii) Seller elects (or is deemed to have elected) not to endeavor to cure one or more of the Disapproved New Title Exceptions pursuant to this Section 4.1(c), provided such Disapproved New Title Exceptions are not Monetary Obligations which Seller is obligated to cure on or before the Closing pursuant to Section 5.1(d) hereof, then Seller shall not be in default under this Agreement and, in such a case, within three (3) Business Days (but in no event after the Closing) following the Disapproved New Title Exceptions Cure Election Deadline, Buyer may elect either: (A) to continue this Agreement in effect without modification and purchase and acquire the Property in accordance with, and subject to, the terms and conditions of this Agreement, subject to such Disapproved New Title Exceptions (in which case the Disapproved New Title Exceptions which Seller has elected (or is deemed to have elected) not to endeavor to cure shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure); or (iiB) deliver written notice to Buyer of Seller’s failure terminate this Agreement and the Escrow pursuant to Section 8.5(a) hereof. In the event Seller elects to endeavor to cure one or more of such the Disapproved New Title Exceptions. A New Title Exception which is deemed to constitute , a Disapproved New Title Exception shall be deemed to have been cured if if: (1) Seller causes such item to be removed from record title to the Real Property (or, with respect to survey matters, cause such item to be removed from the Real Property) prior to the Closing Disapproved New Title Exceptions Cure Deadline; (2) if Seller causes Title Insurer to issue the Title Policy without reflecting such item as an exception thereof in a manner reasonably approved by Buyer; or (3) Seller otherwise cures such Buyer's objection in a manner reasonably approved by Seller and Buyer. Following the timely receipt of a Disapproved New Title Exception as reasonably determined by Exceptions Notice from Buyer, if Seller timely delivers a Disapproved New Title Exceptions Cure Notice to Buyer, Seller shall have until the Disapproved New Title Exceptions Cure Deadline to cure the applicable Disapproved New Title Exceptions. In the event Seller does not timely cure cures one or more of those Disapproved New Title Exceptions which are deemed that Seller has elected to constitute endeavor to cure on or before the Disapproved New Title ExceptionsExceptions Cure Deadline, then Seller shall deliver written notice to Buyer may electspecifying those Disapproved New Title Exceptions that Seller has cured and those Disapproved New Title Exceptions that Seller has not been able to cure (“Disapproved New Title Exceptions Cure Completion Notice”). In the event Seller fails to timely cure any Disapproved New Title Exceptions that Seller has elected to endeavor to cure on or before the Disapproved New Title Exceptions Cure Deadline, at any time provided such Disapproved New Title Exceptions are not Monetary Obligations which Seller is obligated to cure on or before the Closing Datepursuant to Section 5.1(d) hereof, then Seller shall not be in default under this Agreement and, in such a case, Buyer may elect, no later than two (2) Business Days following the Disapproved New Title Exceptions Cure Deadline, to either: (Ax) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with with, and subject to, the terms and conditions of this Agreement, subject to such the Disapproved New Title Exceptions which Seller elected to endeavor to cure and failed to timely cure (which Disapproved New Title Exceptions will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (By) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such Disapproved New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f5.1(d) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event pursuant to Section 5.1(d) hereof, Seller shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees be obligated to and shall remove cure all Monetary Obligations of record against the Real Property on or before the Closing.

New Title Exceptions. In the event that prior Notwithstanding anything to the Closingcontrary contained herein, any if the Commitment or Survey is updated after the expiration of the Inspection Period to reflect a new title exceptions are discovered by or revealed to Sellersurvey exception which would, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in reasonable opinion of a reasonably prudent investor, adversely affect title to the Survey Property or any portion thereof (a “New Title ExceptionsException”), Seller shall deliver Purchaser shall, as long as such New Title Exception was not caused or created by Purchaser, have the right to object to same by delivery of written notice to Buyer disclosing Seller (the existence “New Title Objection Notice”) on or before the earlier of the Closing Date or two (2) business days following the date Purchaser receives the updated Commitment or Survey. If Purchaser fails to timely deliver the New Title Objection Notice, Purchaser will be deemed to have waived such New Title Exception and same will be considered a Permitted Exception hereunder. Seller shall notify Purchaser in writing within two (2) business days (and, if necessary, the Closing Date shall be extended to permit Seller the full benefit of such two (2) business day period) (the “New Title Exception Cure Period”) following receipt of Purchaser’s notice of such New Title ExceptionsException that either (a) the New Title Exception has been, together with copies of all underlying documents. Each or will be at or prior to Closing, removed from the Commitment or the Survey, or insured against, as the case may be, or (b) Seller is unable or unwilling to cause such New Title Exception to be removed or insured against. Seller shall be deemed have no obligation to constitute a Disapproved cure any New Title Exception Exception, except to the extent Buyer gives Seller written notice of Buyer’s approval of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date) after the date of Buyer’s receipt of Seller’s written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”)Objection constitutes a Mandatory Cure Item. In If, upon the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to expiration of the New Title Exceptions Approval Notice Exception Cure Period, Seller has not notified Purchaser that Seller has elected to cure the New Title Exception, then Purchaser may elect (which election must be made in writing within two (2) business days following expiration of the New Title Exception Cure Period, and, if necessary, the Closing Date shall be deemed extended to constitute Permitted Title Exceptions and permit Purchaser the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall full benefit of such two (2) business day period) either: (i) cause all New Title Exceptions to terminate this Agreement as Purchaser’s sole remedy hereunder (in which are not approved by Buyer pursuant event the Deposit shall be delivered to a New Title Exceptions Approval Notice (Purchaser and which are therefore deemed thereupon neither party shall, subject to constitute Disapproved Title Exceptions) the Surviving Termination Obligations, have any further rights or obligations to be cured and deliver written notice to Buyer of such curethe other hereunder); or (ii) deliver written notice to Buyer of Seller’s failure take title subject to cure one or more of such Disapproved Title Exceptions. A the New Title Exception which is deemed Exception. If Purchaser shall fail to constitute a Disapproved Title Exception shall be deemed timely notify Seller in writing of its election to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time terminate this Agreement on or before the Closing Date, to either: (A) continue time being of the essence, the termination right described in this Agreement in effect without modification Section 6.3 shall be immediately null and purchase void and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a caseno further force or effect, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement will occur as scheduled and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such Permitted Exceptions will include all uncured New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In If the event Title Company discloses in writing to Buyer that prior Title Company intends to include in the Title Policy a title exception that does not appear in the Form Title Commitment (each, a “New Title Exception”), Buyer shall have until five (5) business days following such disclosure of the New Title Exception (the “Objection Deadline”), to deliver a Title Objection Notice to Seller and Escrow Holder disapproving the New Title Exception. Buyer’s failure to deliver a Title Objection Notice by the Objection Deadline shall be deemed Buyer’s approval of the New Title Exception and waiver of any further right to object with respect thereto. If Buyer timely delivers the Title Objection Notice to Seller, then Seller shall have three (3) business days after receipt of the Title Objection Notice to advise Buyer in writing that Seller shall either (a) cause (i) such exceptions objected to by Buyer to be removed on or before the Closing, any new title exceptions are discovered by or revealed (ii) the Title Company to issue an endorsement affirmatively insuring against such exception in a manner acceptable to Buyer in its sole discretion, at Seller’s sole cost and expense, which new title exceptions were not otherwise set forth or referred (b) be unable or unwilling to remove or endorse over the exception(s) (Seller’s failure to notify Buyer being Seller’s election to proceed as provided in the Preliminary Title Report and/or in the Survey clause (“New Title Exceptions”b) above), Seller shall deliver in which case Buyer will have until three (3) business days after Seller’s election (or deemed election) pursuant to this clause (b) to elect to (x) proceed with the purchase of the Property subject to such exception(s), or (y) terminate this Agreement by delivering written notice to Buyer disclosing the existence of such New Title Exceptionselection to terminate to Seller and Escrow Holder. If Buyer timely elects to terminate, together with copies of all underlying documents. Each such and if the New Title Exception affects the value of the Property in a greater than de minimis amount, the Escrow Deposit (minus Escrow Holder’s and the Title Company’s cancellation fees) shall be returned to Buyer by Escrow Holder and neither party shall have any further rights or liabilities hereunder, except for those provisions (including this provision) which expressly survive the termination of this Agreement. Buyer’s failure to notify Seller and Escrow Holder of its election between (x) and (y) in the immediately preceding sentence shall be deemed to constitute a Disapproved be Buyer’s election to proceed as provided in (x). If the Title Exception except Company raises any New Title Exception, the Closing Date shall be extended to the extent Buyer gives Seller written notice of Buyer’s approval of one or more New Title Exceptions within five (5) Business Days (but necessary to accommodate the objection and response process and time periods specified heretofore in this subsection, provided that in no event later than shall the Closing Date be extended beyond the Outside Closing Date) after . Notwithstanding anything to the date of Buyer’s receipt of Seller’s written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”). In the event Buyer timely delivers to Seller contrary in this subsection, if a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant Exception is attributable to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure DeadlineSeller’s breach of a covenant set forth in Section 7.2, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant be obligated to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to remove the Real Property prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time exception on or before the Closing Date(failure of which shall entitle Buyer to its remedies under Section 12.1). If Buyer elects to obtain issuance of the Title Binder, then Seller, in its capacity as primary insured, shall reasonably cooperate with Buyer, in its capacity as secondary insured, at no material out of pocket expense to either: (A) continue this Agreement Seller other than expenses which Buyer agrees to reimburse, in effect without modification and purchase and acquire the Property in accordance connection with the terms and conditions exercise by Buyer of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereofthe Title Binder and/or any policy issued pursuant thereto, as applicable, if Buyer shall be entitled elects to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs exercise such rights and expenses, together with all other due diligence fees, costs and expenses, incurred remedies in connection with this Agreement and its review of any New Title Exception in order to obtain the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closingbenefits thereof.

New Title Exceptions. In the event that prior Notwithstanding anything to the Closingcontrary contained herein, any if the Commitment is updated, and, if Purchaser obtains the Survey during the Feasibility Period, such Survey if further updated, in each case after the Feasibility Period to reflect a new title exceptions are discovered by or revealed survey exception which would, in Purchaser’s reasonable opinion, materially adversely affect title to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey Property (a “New Title ExceptionsException”), Seller shall deliver written notice to Buyer disclosing the existence of such New Title ExceptionsPurchaser shall, together with copies of all underlying documents. Each as long as such New Title Exception shall be deemed was not caused, created or consented to constitute a Disapproved Title Exception except by Purchaser, have the right to the extent Buyer gives Seller object to same by delivery of written notice of Buyer’s approval of one or more New Title Exceptions within five to Seller (5) Business Days (but in no event later than the Closing Date) after the date of Buyer’s receipt of Seller’s written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Objection Notice”)) on or before the earlier of the Closing Date or three (3) business days following the date Purchaser receives the updated Commitment or Survey. In the event Buyer If Purchaser fails to timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to deliver the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure DeadlineObjection Notice, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall Purchaser will be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures waived such New Title Exception as reasonably determined by Buyerand same will be considered a Permitted Exception hereunder. In the event Seller does not timely has no obligation to cure one or more of those any New Title Exceptions which are deemed Exception, but if Seller timely receives a New Title Objection Notice and fails to constitute Disapproved provide the Title ExceptionsCompany with such affidavits, indemnities, bonds or other assurances necessary for the Title Company to issue the Title Policy without exception for such New Title Exception, then Buyer may electPurchaser shall have the right to terminate this Agreement by delivery of written notice to Seller and the Title Company on or before the Closing Date. If Purchaser timely delivers such termination notice, at the Deposit shall be delivered to Purchaser without the consent or joinder of Seller being required and notwithstanding any time contrary instructions which might be provided by Seller and thereupon neither party shall, subject to the Surviving Termination Obligations, have any further rights or obligations to the other hereunder. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the Closing Date, to either: (A) continue time being of the essence, the termination right described in this Agreement in effect without modification Section 6.4 shall be immediately null and purchase void and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a caseno further force or effect, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement will occur as scheduled and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such Permitted Exceptions will include all uncured New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In the event that prior Notwithstanding anything to the Closingcontrary contained herein, any if the Commitment or Survey is updated after the Title Review Period to reflect either a (a) new title exceptions are discovered by or revealed to Sellersurvey exception which would, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in reasonable opinion of Purchaser, materially adversely affects the Survey value, financability (including by Xxxxxx Xxx or Xxxxxxx Mac) or current use or operation of any Individual Property or (b) a new Mandatory Lien (a “New Title ExceptionsException”), Seller shall deliver written notice to Buyer disclosing the existence of such New Title ExceptionsPurchaser shall, together with copies of all underlying documents. Each as long as such New Title Exception shall be deemed was not caused or created by Purchaser, have the right to constitute a Disapproved Title Exception except object to the extent Buyer gives Seller same by delivery of written notice of Buyer’s approval of one or more to Seller (the “New Title Exceptions within Objection Notice”) on or before the earlier of the Closing Date or five (5) Business Days (but in no event later than the Closing Date) after days following the date of Buyer’s receipt of Seller’s written notice of Purchaser receives the existence of such updated Commitment or Survey. If Purchaser fails to timely deliver the New Title Exceptions (“New Title Exceptions Approval Objection Notice”). In the event Buyer timely delivers , other than with respect to Seller Mandatory Liens for which Purchaser shall not be required to deliver a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Objection Notice which shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadlinegoverned by Section 6.1, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall Purchaser will be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures waived such New Title Exception as reasonably determined by Buyerand same will be considered a Permitted Exception hereunder. In Except for any new Mandatory Liens which, in all events, Seller must satisfy pursuant and subject to the event terms of Section 6.1, Seller does not timely has no obligation to cure one or more of those any New Title Exceptions which are deemed Exception, but if Seller timely receives a New Title Objection Notice and fails to constitute Disapproved cause such New Title ExceptionsMatter to be removed, discharged or terminated, as applicable, then Buyer may electPurchaser shall have the right to terminate this Agreement by delivery of written notice to Seller and the Title Company on or before the Closing Date. If Purchaser timely delivers such termination notice, at the Deposit shall be delivered to Purchaser and thereupon neither party shall, subject to the Surviving Termination Obligations, have any time further rights or obligations to the other hereunder. If Purchaser shall fail to timely notify Seller in writing of its election to terminate this Agreement on or before the Closing Date, to either: (A) continue time being of the essence, the termination right described in this Agreement in effect without modification Section 6.3 shall be immediately null and purchase void and acquire of no further force or effect, the Property in accordance with Closing will occur as scheduled and the terms and conditions of this Agreement, subject to such Permitted Exceptions will include all uncured New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include than any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the ClosingLiens).

New Title Exceptions. In the event that prior to the Closing, any new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey and were not caused by Buyer (“"New Title Exceptions”"), Seller shall deliver written notice to Buyer disclosing the existence of such New Title Exceptions, together with copies of all underlying documents. Each , and unless such New Title Exception is the result of a default by Seller hereunder (in which case the provisions of Section 8.6 shall be deemed to constitute govern), each of Buyer and Seller shall have the rights and obligations in Section 4.1(b), mutatis mutandis, with respect thereto; provided, however, Buyer shall have a Disapproved Title Exception except to the extent Buyer gives Seller written notice period of Buyer’s approval of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date) after the date of Buyer’s following receipt of Seller’s written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”). In the event Buyer timely delivers in which to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute provide a Disapproved Title Exception Exceptions Notice, and thereafter the provisions of Section 4.1(b) shall govern and control, except that any termination shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to governed by Section 8.5 (in lieu of Section 4.2) and the Closing or otherwise cures such New Title Exception shall be extended as reasonably determined by Buyernecessary to allow for the response and election periods under Section 4.1(b). In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time on or before the Closing Date, to either: : (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “"Permitted Title Exceptions”"); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are failure is the result of a breach default by Seller of Section 5.1(e) or Section 5.1(f) hereofunder this Agreement, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “"Permitted Title Exceptions” " include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In If at any time after the event that prior delivery of the Title Commitment any update to the ClosingTitle Commitment discloses any item that affects title to the Property which was not disclosed on any prior version of the Title Commitment or the Existing Survey delivered to Buyer during the Due Diligence Period, any new title exceptions are discovered by or revealed otherwise made known to SellerBuyer during the Due Diligence Period (each, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey (a “New Title ExceptionsException”), Seller Buyer shall deliver written notice to Buyer disclosing the existence have a period of such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute a Disapproved Title Exception except to the extent Buyer gives Seller written notice of Buyer’s approval of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date) after business days from the date of Buyer’s receipt of Seller’s written notice such update (the “New Exception Review Period”) to review and to approve or disapprove of the existence of such same. If the New Title Exceptions Exception is unacceptable to it, Buyer shall provide notice to Seller and Seller shall have five (“5) business days to advise as to whether Seller will cure the same (and if Seller so notifies Buyer in writing that it will cure the New Title Exceptions Approval Notice”Exception, the New Exception will be a Mandatory Removal Item). In the event Buyer timely delivers Failure of Seller to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice respond shall be deemed that Seller has determined to constitute Permitted Title Exceptions and not cure the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptionsmatter. On or before the Cure Deadline, Seller shall either: Within five (i5) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer business days of Seller’s failure response or deemed response, as the case may be, (the “New Exception Buyer Election Period”) Buyer may elect to cure one either (a) to terminate the Contract, in which event the Xxxxxxx Money shall be promptly returned to Buyer, or more of (b) to waive such Disapproved Title Exceptions. A New Title Exception objections and proceed with the transactions contemplated by the Contract, in which is deemed to constitute a Disapproved Title Exception event Buyer shall be deemed to have been cured if approved the New Exception. If Buyer fails to timely notify Seller causes such item to be removed from record title of its objection to the Real Property prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended foregoing clause prior to the Extended Closing Date; expiration of the New Exception Review Period, or (B) if Buyer fails to timely notify Seller of its election to terminate this Agreement and in accordance with the Escrow pursuant foregoing clause prior to the provisions expiration of Section 8.5(a) hereof, unless such the New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicableException Buyer Election Period, Buyer shall be entitled deemed to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs have approved and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding irrevocably waived any provision in this Agreement objections to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary ObligationsNew Exception, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closingsuch New Exception will constitute an additional Permitted Exception (as defined below).

New Title Exceptions. In the event that prior to the Closing, any new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey (“"New Title Exceptions”"), Seller shall deliver written notice to Buyer disclosing the existence of such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute a Disapproved Title Exception except to the extent Buyer gives Seller written notice of Buyer’s 's approval ("New Title Exceptions Approval Notice") of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date, which date shall be extended to allow for delivery of the New Title Exceptions Approval Notice five (5) Business Days prior to Closing) after the date of Buyer’s 's receipt of Seller’s 's written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”)Exceptions. In the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; on or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptionsbefore the last Business Day immediately preceding the Closing Date. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property and not listed as a title exception in Schedule B of the ALTA Extended Coverage Policy prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer in Buyer's sole and absolute discretion. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “"Permitted Title Exceptions”"); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “"Permitted Title Exceptions” " include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In Purchaser shall have the event that prior right to approve, disapprove or conditionally approve any new exceptions to record title to the ClosingReal Property (other than Permitted Exceptions, as such term is defined in Section 6.1.1 below) which are first raised by the Title Company in any new title exceptions are discovered by modification, update, amendment or revealed supplement to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in or Title Commitment which is issued after the Survey effective date of the prior version of such Title Report or Title Commitment, as applicable, or which are first recorded against title to the Real Property after the effective date of the Title Report or the Title Commitment, as applicable (each, a “New Title ExceptionsException”), Seller . Purchaser shall deliver written notice to Buyer disclosing the existence have ten (10) Business Days following Purchaser’s receipt of such New modification, update, amendment or supplement to the Title ExceptionsReport or Title Commitment, together with copies of all underlying documents. Each as applicable, that includes such New Title Exception (whether by Purchaser’s receipt of an update to the Title Report or the Title Commitment from Escrow Holder or the Title Company) (the “New Title Objection Date”) within which to approve, disapprove or conditionally approve, in Purchaser’s sole discretion, any New Title Exception by written notice to Seller and Escrow Holder (a “New Exception Objection Notice”). Purchaser shall not be entitled to disapprove or conditionally approve any new exceptions to record title to the Property which constitute Permitted Exceptions, and any such new exceptions to record title to the Property which come within the definition of “Permitted Exceptions” shall not be deemed to be a “New Title Exception.” Purchaser’s failure to timely deliver a New Exception Objection Notice to Seller prior to the later of the Title Notice Deadline or the applicable New Title Objection Date shall be deemed Purchaser’s disapproval of the New Title Exception, in which event this Agreement shall be deemed automatically terminated and thereafter neither party shall have any further rights or obligations under this Agreement, except for the Surviving Obligations, and the Initial Deposit (excluding the Nonrefundable Consideration) and the Additional Deposit (if same has been delivered to constitute a Disapproved Escrow Holder) shall be returned to Purchaser as set forth in this Agreement. If Purchaser disapproves, is deemed to have disapproved, or conditionally approves any such New Title Exception, Seller shall have the right to elect to remove from the Title Policy or cure such New Title Exception except (or to satisfy the extent Buyer gives Seller written notice of Buyerconditions to Purchaser’s approval thereof) by delivering notice (the “New Exception Cure Notice”) to Purchaser of one or more New Title Exceptions Seller’s election to do so within five (5) Business Days (but in no event later than the Closing Date) after of the date of BuyerSeller received such written New Exception Objection Notice (the “Title Cure Election Date”). Seller may remove or cure any New Title Exception (or satisfy the conditions to Purchaser’s receipt of Seller’s written notice of approval thereof) by causing the existence of Title Company to insure over such New Title Exceptions (“Exception in a manner satisfactory to Purchaser in Purchaser’s sole and absolute discretion. Seller shall have no obligation to remove or cure any New Title Exceptions Approval Notice”Exception (or to satisfy any conditions to Purchaser’s approval thereof). In the event Buyer , but if Seller timely delivers notifies Purchaser pursuant to Seller a New Title Exceptions Approval Notice, those Exception Cure Notice that Seller shall remove or cure any New Title Exceptions approved Exception (or satisfy any conditions to Purchaser’s approval thereof), then Seller’s failure to remove or cure any New Title Exception (or satisfy the conditions to Purchaser’s approval thereof) in the manner set forth in such New Exception Cure Notice shall be deemed a failure of a condition to Closing for Purchaser’s benefit. If necessary, the scheduled Closing Date shall be extended by Buyer pursuant the number of days necessary to provide Purchaser with the full ten (10) Business Day period for the New Title Objection Date and to provide Seller with the full five (5) Business Day period for the Title Cure Election Date. Furthermore, if Seller elects to attempt to remove or cure such New Title Exception (or to satisfy the conditions to Purchaser’s approval thereof), Seller shall be entitled for a period of thirty (30) days from Seller’s delivery of the corresponding New Exception Cure Notice to complete the removal or cure (or to satisfy the conditions of Purchaser’s approval thereof) and, if necessary, the scheduled Closing Date shall be extended by the number of days necessary to provide Seller this full thirty (30)-day period. If Seller does not timely deliver a New Exception Cure Notice with respect to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On Exception on or before the Title Cure DeadlineElection Date, or if Seller shall either: notifies Purchaser that Seller has elected not to cure such New Title Exception (or not to satisfy the conditions to Purchaser’s approval thereof), then Purchaser may elect either to (i) cause all waive the New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (Exception and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; proceed with the transaction contemplated herein, or (ii) deliver confirm the termination previously made or terminate this Agreement within five (5) Business Days following the Title Cure Election Date or the expiration of such thirty (30) day period, as the case may be. If Purchaser delivers timely written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which election to terminate this Agreement (or is deemed to constitute a Disapproved Title Exception have confirmed the termination) in accordance with the immediately preceding sentence, or if Purchaser fails to deliver any written notice of such waiver or election to terminate this Agreement, then Purchaser shall be deemed to have been cured if Seller causes delivered its election to terminate, and this Agreement shall terminate in accordance with the last sentence of Section 6.3 below. If Purchaser delivers timely written notice approving such item New Title Exception, Purchaser shall be deemed to be removed from record title have waived any objection Purchaser may have to the Real Property prior to New Title Exception in question, the Closing removal or otherwise cures cure of such New Title Exception as reasonably determined by Buyer. In the event Seller does shall not timely cure one or more of those New Title Exceptions which are deemed be a condition to constitute Disapproved Title Exceptions, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue Purchaser’s obligations under this Agreement in effect without modification and purchase and acquire or the Property in accordance with the terms and conditions Close of this AgreementEscrow, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Close of Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, take place as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “Permitted Title Exceptions” include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closingprovided herein.

New Title Exceptions. In the event that prior to the Closing, any new title exceptions are discovered by or revealed to SellerContributor, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey (“"New Title Exceptions”"), Seller Contributor shall deliver written notice to Buyer Company disclosing the existence of such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute a Disapproved Title Exception except to the extent Buyer Company gives Seller Contributor written notice of Buyer’s Company's approval ("New Title Exceptions Approval Notice") of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date, which date shall be extended to allow for delivery of the New Title Exceptions Approval Notice s prior to Closing) after the date of Buyer’s Company's receipt of Seller’s Contributor's written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”)Exceptions. In the event Buyer Company timely delivers to Seller Contributor a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer Company pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller Contributor shall either: (i) cause all New Title Exceptions which are not approved by Buyer Company pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; on or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptionsbefore the last Business Day immediately preceding the Closing Date. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller Contributor causes such item to be removed from record title to the Real Property and not listed as a title exception on the ALTA Extended Coverage Policy prior to the Closing or otherwise cures such New Title Exception as reasonably determined by BuyerCompany in Company's sole and absolute discretion. In the event Seller Contributor does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer Company may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “"Permitted Title Exceptions”"); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a7.6(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “"Permitted Title Exceptions” " include any Monetary Obligations, and Seller Contributor hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In the event that prior to the Closing, any new title exceptions are discovered by or revealed to Seller, which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey (“"New Title Exceptions”"), Seller shall deliver written notice to Buyer disclosing the existence of such New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute a Disapproved Title Exception except to the extent Buyer gives Seller written notice of Buyer’s 's approval ("New Title Exceptions Approval Notice") of one or more New Title Exceptions within five (5) Business Days (but in no event later than the Closing Date, which date shall be extended to allow for delivery of the New Title Exceptions Approval Notice five (5) Business Days prior to Closing) after the date of Buyer’s 's receipt of Seller’s 's written notice of the existence of such New Title Exceptions (“New Title Exceptions Approval Notice”)Exceptions. In the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, Seller shall either: (i) cause all New Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; on or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptionsbefore the last Business Day immediately preceding the Closing Date. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property and not listed as a title exception on the ALTA Extended Coverage Policy prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer in Buyer's sole and absolute discretion. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title Exceptions, then Buyer may elect, at any time on or before the Closing Date, to either: : (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “"Permitted Title Exceptions”"); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereof, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in this Agreement to the contrary, in no event shall the term “"Permitted Title Exceptions” " include any Monetary Obligations, and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.

New Title Exceptions. In To the event that prior to the Closing, extent any new title exceptions are discovered disclosed by any updates to the Pro Formas delivered by the Title Company to Purchaser prior to Closing that are not Permitted Exceptions or revealed to Seller, Unpermitted Exceptions (which new title exceptions were not otherwise set forth or referred to in the Preliminary Title Report and/or in the Survey shall be governed by Section 7.4) (“New Title Exceptions”), Seller Purchaser shall deliver provide written notice to Buyer disclosing Sellers of any objections to any New Title Exceptions within the existence earlier of (x) ten (10) days of its receipt of the updated Pro Formas that disclosed such New Title Exception and (y) the then scheduled Closing Date, and if such notice is within five (5) days of the scheduled Closing Date the Closing shall be extended to afford Purchaser a ten (10) day period for review (provided that if Purchaser fails to provide written notice within such time 10 day period that it objects to the New Title Exceptions, together with copies of all underlying documents. Each such New Title Exception shall be deemed to constitute be a Disapproved Permitted Exception for purposes hereunder). Sellers shall thereafter have a period of up to thirty (30) days from receipt of such written notice with the Closing to be extended (but not beyond the Outside Closing Date), if necessary, to accommodate such thirty (30) day period (the “Title Cure Period”) to either (i) remove such New Title Exception except to from the extent Buyer gives Seller written notice of Buyer’s approval of one or more updated Pro Formas, (ii) have such New Title Exceptions within five Exception affirmatively insured over by the Title Company at no cost to Purchaser in a manner reasonably satisfactory to Purchaser or (5iii) Business Days (but agree to give Purchaser a credit against the Purchase Price at Closing in no event later than an amount reasonably determined by Seller and Purchaser as the Closing Date) after the date monetized value of Buyer’s receipt of Seller’s written notice of the existence any potential damages suffered by Purchaser as a result of such New Title Exceptions (“New Title Exceptions Approval Notice”)Exception. In the event Buyer timely delivers to Seller a New Title Exceptions Approval Notice, those New Title Exceptions approved by Buyer pursuant to the New Title Exceptions Approval Notice shall be deemed to constitute Permitted Title Exceptions and the remaining New Title Exceptions shall continue to constitute Disapproved Title Exceptions. On or before the Cure Deadline, If Seller shall either: fail to take any of the actions set forth in clauses (i) cause all New - (iii) in this Section 7.5 by the end of the Title Exceptions which are not approved by Buyer pursuant to a New Title Exceptions Approval Notice (and which are therefore deemed to constitute Disapproved Title Exceptions) to be cured and deliver written notice to Buyer of such cure; or (ii) deliver written notice to Buyer of Seller’s failure to cure one or more of such Disapproved Title Exceptions. A New Title Exception which is deemed to constitute a Disapproved Title Exception shall be deemed to have been cured if Seller causes such item to be removed from record title to the Real Property prior to the Closing or otherwise cures such New Title Exception as reasonably determined by Buyer. In the event Seller does not timely cure one or more of those New Title Exceptions which are deemed to constitute Disapproved Title ExceptionsCure Period, then Buyer may elect, at any time on or before the Closing Date, to either: (A) continue this Agreement in effect without modification and purchase and acquire the Property in accordance with the terms and conditions of this Agreement, subject to such New Title Exceptions (which will be deemed to constitute “Permitted Title Exceptions”); provided, however, in such a case, the Closing Date shall automatically be extended to the Extended Closing Date; or (B) terminate this Agreement and the Escrow pursuant to the provisions of Section 8.5(a) hereof, unless such New Title Exceptions are the result of a breach by Seller of Section 5.1(e) or Section 5.1(f) hereof, in which case the provisions of Section 8.6(a) hereof shall govern. Upon any termination of this Agreement and the Escrow pursuant to Section 4.1(d)(B) hereofPurchaser, in addition to Buyer’s rights and remedies under Section 8.5(a) or 8.6(a) hereof, as applicable, Buyer shall be entitled its right to recover from Seller all of Buyer’s actual out-of-pocket legal fees, costs and expenses, together with all other due diligence fees, costs and expenses, incurred in connection with this Agreement and its review of the Property. Notwithstanding any provision in terminate this Agreement to the contraryextent permitted by Section 4.1 or Section 11.2, shall be permitted (but shall not be obligated) to set off the monetized value of any New Title Exception against the Purchase Price at Closing and if any dispute shall exist with respect to the amount of such monetized value, the amount claimed by Purchaser shall remain with the Escrow Agent in no event shall escrow until finally resolved by the term “Permitted Title Exceptions” include any Monetary Obligations, parties acting reasonably and Seller hereby agrees to and shall remove all Monetary Obligations on or before the Closing.in good faith