Common use of Permitted Title Exceptions Clause in Contracts

Permitted Title Exceptions. (i) Buyer shall have until the expiration of the Due Diligence Period to object to any exceptions to title to, or any Survey matters affecting, the Real Property or any part thereof, which objection shall be made, if at all, by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e) by the expiration of the Due Diligence Period and which shall not be made to any Permitted Title Exception. In addition, if Buyer obtains an update or continuation of its title insurance commitment subsequent to the expiration of the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions or exceptions caused by Buyer, to which Buyer objects, Buyer shall, within three (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e). (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on or before the Closing, (B) terminate this Agreement, or (C) reduce the Purchase Price by the amount of any liquidated claim, in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that in no event shall Seller be obligated to seek to cure or seek to acquire a title endorsement over an exception and/or matter or reduce the Purchase Price by the amount of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller or any of its

Permitted Title Exceptions. Not later than ten (i10) Buyer calendar days after the date hereof Optionor shall deliver to Optionee a preliminary report with respect to the Property issued by the Escrow Holder, together with legible copies of all documents constituting exceptions to title referred to therein (the “Title Report”). Optionee shall have until the expiration a period of twenty (20) calendar days after delivery of the Due Diligence Period Title Report in which to object review and approve same. Optionee shall advise Optionor within said period as to any exceptions to title tothat are unacceptable to Optionee. Optionee’s failure to so advise Optionor within said twenty (20) calendar day period shall be deemed to constitute Optionee’s deemed objection of the condition of title as described in the Title Report. Upon receipt of notice of Optionee’s objections or deemed objections to title, Optionor may elect to undertake to use good faith efforts to remove any exceptions to title objected to by Optionee or deemed to have been objected to by Optionee prior to Closing Date, by giving notice to Optionee with ten (10) calendar days after delivery to Optionor of Optionee’s objections. If Optionor does not so notify Optionee within such ten (10) calendar day period, Optionee may, by notice to Optionor given by not later than ten (10) calendar days after expiration of the previous ten (10) calendar day period, or any Survey matters affectingthe Approval Date, elect either (1) to proceed with the Real Property purchase and waive its title objections, or any part thereof, which objection (2) to cancel this Agreement and receive back the First Installment to the extent paid by Optionee. Failure of Optionee to so notify Optionor within said period as to its election shall be made, if at all, deemed an election to cancel this Agreement. All exceptions to title set forth in the Title Report that are approved by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception Optionee pursuant to this Section 2.08(e) by 6 shall be collectively referred to as the expiration of the Due Diligence Period and which shall not be made to any “Permitted Title Exception. In additionExceptions.” Notwithstanding the foregoing, if Buyer obtains an update or continuation any other provisions of its title insurance commitment subsequent this Agreement to the expiration of contrary, in no event shall the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions or exceptions caused by Buyerinclude, to which Buyer objectsand Optionor shall remove, Buyer shall, within three (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e). (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on at or before the ClosingClose of Escrow, and shall cause the Property to be delivered free and clear of any of the following: (a) unpaid taxes and assessments, except those to be prorated as of the Closing Date in accordance with Section 8.4.2 hereof; (b) any mortgage, deed of trust, or other instrument securing any financial obligation of any party other than Optionee, (Bc) terminate this Agreementany tax liens, abstracts of judgments, mechanics’ liens or similar liens or encumbrances which require any monetary payment to remove or release, and (d) any notices of default, foreclosure notices, or similar notices reflecting any action being taken to assert or foreclosure upon any lien or encumbrance. The Permitted Title Exceptions shall also include all the following exceptions to title: 6.1 Any additional exceptions set forth in any supplement to the Title Report that are not set forth in the Title Report and are not otherwise Permitted Title Exceptions as provided in this Article 6, provided such exceptions are not specifically disapproved by written notice from Optionee to Optionor given no later than fifteen (C15) reduce days following the Purchase Price by date of delivery to Optionee of such supplement to the amount Title Report, together with copies of any liquidated claimsuch new title exception or title exceptions (each a “Supplemental Title Defect”), in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that Optionee shall not have the right to disapprove any such additional exception to title unless such exception would materially and adversely affect the development, use, operation or ownership of the Property, or increase Buyer’s proforma development budget by more than $50,000 in the aggregate. However, in no event shall Seller be obligated Optionee have the right to seek to cure or seek to acquire disapprove a title endorsement over an exception and/or matter created or reduce caused to be created by Optionee, Optionee’s Agents or Optionee’s Affiliates. If any Supplemental Title Defect is disapproved by Optionee, then, unless Optionor advises Optionee within five (5) business days after Optionor’s receipt of Optionee’s notice that Optionor will cause such title exception to be removed prior to the Purchase Price Closing Date, or Optionee waives its disapproval within such period of time, this Agreement shall terminate and neither party shall have any further rights, duties or obligations under this Agreement or with respect to the Property, except as otherwise specifically set forth herein; 6.2 Mechanic’s liens, judgment liens or other encumbrances arising from work performed by or at the amount direction of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller Optionee or any of itsOptionee’s Agents or Optionee’s Affiliates; 6.3 The Memorandum of Agreement.

Permitted Title Exceptions. On or before the date hereof Optionor shall deliver or cause to be delivered to Optionee a preliminary report with respect to the Property issued by the Escrow Holder, together with legible copies of all documents constituting exceptions to title referred to therein (i) Buyer the “Title Report”). Optionee shall have until the expiration a period of twenty (20) calendar days after delivery to Optionee of the Due Diligence Period Title Report in which to object review and approve same and in which to obtain (at Optionee’s sole cost), review and approve an ALTA survey of the Property (the “Survey”) Optionee shall advise Optionor within said periods as to any exceptions to title tothat are unacceptable to Optionee (it being understood that Optionee shall have the right to reserve comment until the end of the aforesaid twenty (30) day period with respect to any title exception that may be affected by information shown on the Survey). Optionee’s failure to so advise Optionor within said twenty (20) calendar day period shall be deemed to constitute Optionee’s deemed objection of the condition of title as described in the Title Report or the Survey, as applicable. Upon receipt of notice of Optionee’s objections or deemed objections to title, Optionor may elect to undertake to use good faith efforts to remove any exceptions to title objected to by Optionee or deemed to have been objected to by Optionee prior to Closing Date, by giving notice to Optionee with three (3) business days after delivery or deemed delivery to Optionor of Optionee’s objections. If Optionor does not so notify Optionee within such three (3) business day period, Optionee may, by notice to Optionor given by not later than three (3) business days after expiration of the previous three (3) business day period, to elect either (1) to proceed with the purchase and waive its title objections, or (2) to cancel this Agreement and receive back the First Installment (less the Independent Consideration), including any Survey matters affecting, the Real Property or any part thereof, which objection accrued interest. Failure of Optionee to so notify Optionor within said period as to its election shall be made, if at all, deemed an election to cancel this Agreement. All exceptions to title set forth in the Title Report that are approved by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception Optionee pursuant to this Section 2.08(e) by 6 shall be collectively referred to as the expiration of the Due Diligence Period and which shall not be made to any “Permitted Title Exception. In additionExceptions.” Notwithstanding the foregoing, if Buyer obtains an update or continuation any other provisions of its title insurance commitment subsequent this Agreement to the expiration of contrary, in no event shall the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions include, and Optionor shall remove, at or exceptions caused by Buyerbefore the Close of Escrow, and shall cause the Property to be delivered free and clear of any of the following: (a) unpaid taxes and assessments, except those to be prorated as of the Closing Date in accordance with Section 8.4.2 hereof; (b) any mortgage, deed of trust, or other instrument securing any financial obligation of any party other than Optionee, (c) any tax liens, abstracts of judgments, mechanics' liens or similar liens or encumbrances which Buyer objectsrequire any monetary payment to remove or release, Buyer shall(d) any notices of default, within three foreclosure notices, or similar notices reflecting any action being taken to assert or foreclose upon any lien or encumbrance, and (3e) Business Days of Buyer’s receipt of such update or continuation, object the Blanket Encumbrance (as herein defined). If Optionor agrees to such remove any title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception objection pursuant to this Section 2.08(e). (Any written notice Article 6 and fails to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, do so on or before the Closing, (B) terminate then Optionor shall be in default under this Agreement, or (C) reduce the Purchase Price . All endorsements which are requested by Optionee and both approved by the amount Title Company and approved in writing by Optionor prior to the Approval Date shall be collectively referred to as the “Permitted Endorsements.” Subject to the penultimate sentence of the immediately preceding paragraph, the Permitted Title Exceptions shall also include all the following exceptions to title: 6.1 Any additional exceptions set forth in any supplement to the Title Report that are not set forth in the Title Report and are not otherwise Permitted Title Exceptions as provided in this Article 6, provided such exceptions are not specifically disapproved by written notice from Optionee to Optionor given no later than fifteen (15) days following the date of delivery to Optionee of such supplement to the Title Report, together with copies of any liquidated claimsuch new title exception or title exceptions (each a “Supplemental Title Defect”), in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that Optionee shall not have the right to disapprove any such additional exception to title unless such exception would materially and adversely affect the development, use, operation or ownership of the Property both for its current use and its use as reasonably determined by Optionee. However, in no event shall Seller be obligated Optionee have the right to seek to cure or seek to acquire disapprove a title endorsement over an exception and/or matter created or reduce caused to be created by Optionee, Optionee’s Agents or Optionee’s Affiliates. If any Supplemental Title Defect is disapproved by Optionee, then Optionor shall advise Optionee in writing within five (5) business days after Optionor’s receipt of Optionee’s notice whether Optionor will cause such title exception to be removed prior to the Purchase Price Closing Date. If Optionor advises Optionee in writing within such 5-business day period that it will not cause such title exception to be removed, or Optionor fails to respond within such 5-business day period, then Optionee shall have five (5) business days following the end of the foregoing 5-business day period in which to elect by written notice to Optionor to either waive its disapproval and proceed with the amount purchase or terminate this Agreement. Subject to the provisions of Section 20.1, if Optionee elects to terminate this Agreement or fails to provide any liquidated claim in regards notice to an exception Optionor, then this Agreement shall terminate, and Optionor shall authorize the release to Optionee from escrow of the First Installment (less the Independent Consideration) and interest thereon still held by Escrow Holder (provided that if the Option Consideration has been released to Optionor at such time, Optionor shall promptly return the same (less the Independent Consideration) to Optionee), and neither party shall have any further rights, duties or matter controlled obligations under this Agreement or with respect to the Property, except as otherwise specifically set forth herein; and 6.2 Mechanic’s liens, judgment liens or other encumbrances arising from work or the pursuit of entitlements performed by or at the owners direction of any Leased Real Property leased or subleased by Seller Optionee or any of itsOptionee’s Agents or Optionee’s Affiliates.

Permitted Title Exceptions. On or before the date hereof Optionor shall deliver or cause to be delivered to Optionee a preliminary report with respect to the Property issued by the Escrow Holder, together with legible copies of all documents constituting exceptions to title referred to therein (i) Buyer the “Title Report”). Optionee shall have until the expiration a period of twenty (20) calendar days after delivery to Optionee of the Due Diligence Period Title Report in which to object review and approve same, and shall have a period of thirty (30) days after the Effective Date in which to obtain (at Optionee’s sole cost), review and approve an ALTA survey of the Property (the “Survey”). Optionee shall advise Optionor within said periods as to any exceptions to title tothat are unacceptable to Optionee (it being understood that Optionee shall have the right to reserve comment until the end of the aforesaid thirty (30) day period with respect to any title exception that may be affected by information shown on the Survey). Optionee’s failure to so advise Optionor within said twenty (20) calendar day period or thirty (30) day calendar period, as applicable, shall be deemed to constitute Optionee’s deemed objection of the condition of title as described in the Title Report or the Survey, as applicable. Upon receipt of notice of Optionee’s objections or deemed objections to title, Optionor may elect to undertake to use good faith efforts to remove any exceptions to title objected to by Optionee or deemed to have been objected to by Optionee prior to Closing Date, by giving notice to Optionee with ten (10) calendar days after delivery or deemed delivery to Optionor of Optionee’s objections. If Optionor does not so notify Optionee within such ten (10) calendar day period, Optionee may, by notice to Optionor given by not later than ten (10) calendar days after expiration of the previous ten (10) calendar day period, or the Approval Date, whichever is earlier, elect either (1) to proceed with the purchase and waive its title objections, or (2) to cancel this Agreement and receive back the remaining balance of the Deposit (less the Initial Disbursement and any Survey matters affectingSubsequent Disbursements previously made), the Real Property or including any part thereof, which objection accrued interest. Failure of Optionee to so notify Optionor within said period as to its election shall be made, if at all, deemed an election to cancel this Agreement. All exceptions to title set forth in the Title Report that are approved by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception Optionee pursuant to this Section 2.08(e) by 6 shall be collectively referred to as the expiration of the Due Diligence Period and which shall not be made to any “Permitted Title Exception. In additionExceptions.” Notwithstanding the foregoing, if Buyer obtains an update or continuation any other provisions of its title insurance commitment subsequent this Agreement to the expiration of contrary, in no event shall the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions include, and Optionor shall remove, at or exceptions caused by Buyerbefore the Close of Escrow, and shall cause the Property to be delivered free and clear of any of the following: (a) unpaid taxes and assessments, except those to be prorated as of the Closing Date in accordance with Section 8.4.2 hereof; (b) any mortgage, deed of trust, or other instrument securing any financial obligation of any party other than Optionee, (c) any tax liens, abstracts of judgments, mechanics' liens or similar liens or encumbrances which Buyer objectsrequire any monetary payment to remove or release, Buyer shall(d) any notices of default, within three foreclosure notices, or similar notices reflecting any action being taken to assert or foreclose upon any lien or encumbrance, and (3e) Business Days of Buyer’s receipt of such update or continuation, object the Blanket Encumbrance (as herein defined). If Seller agrees to such remove any title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception objection pursuant to this Section 2.08(e). (Any written notice Article 6 and fails to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, do so on or before the Closing, (B) terminate then Seller shall be in default under this Agreement, or (C) reduce the Purchase Price . All endorsements which are requested by Buyer and both approved by the amount Title Company and approved in writing by Seller prior to the Approval Date shall be collectively referred to as the “Permitted Endorsements.” Subject to the penultimate sentence of the immediately preceding paragraph, the Permitted Title Exceptions shall also include all the following exceptions to title: 6.1 Any additional exceptions set forth in any supplement to the Title Report that are not set forth in the Title Report and are not otherwise Permitted Title Exceptions as provided in this Article 6, provided such exceptions are not specifically disapproved by written notice from Optionee to Optionor given no later than fifteen (15) days following the date of delivery to Optionee of such supplement to the Title Report, together with copies of any liquidated claimsuch new title exception or title exceptions (each a “Supplemental Title Defect”), in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that Optionee shall not have the right to disapprove any such additional exception to title unless such exception would materially and adversely affect the development, use, operation or ownership of the Property both for its current use and its use as a residential development as reasonably determined by Optionee. However, in no event shall Seller be obligated Optionee have the right to seek to cure or seek to acquire disapprove a title endorsement over an exception and/or matter created or reduce caused to be created by Optionee, Optionee’s Agents or Optionee’s Affiliates. If any Supplemental Title Defect is disapproved by Optionee, then Optionor shall advise Optionee in writing within five (5) business days after Optionor’s receipt of Optionee’s notice whether Optionor will cause such title exception to be removed prior to the Purchase Price Closing Date. If Optionor advises Optionee in writing within such 5-business day period that it will not cause such title exception to be removed, or Optionor fails to respond within such 5-business day period, then Optionee shall have five (5) business days following the end of the foregoing 5-business day period in which to elect by written notice to Optionor to either waive its disapproval and proceed with the amount purchase or terminate this Agreement. Subject to the provisions of Section 20.1, if Optionee elects to terminate this Agreement or fails to provide any notice to Optionor, then this Agreement shall terminate, Optionor shall retain the Initial Disbursement and any Subsequent Disbursements previously made to Optionor, and Optionor shall authorize the release to Optionee from escrow of any liquidated claim in regards undisbursed portion of the Deposit and interest thereon still held by Escrow Holder, and neither party shall have any further rights, duties or obligations under this Agreement or with respect to an exception the Property, except as otherwise specifically set forth herein; and 6.2 Mechanic’s liens, judgment liens or matter controlled other encumbrances arising from work or the pursuit of Entitlements performed by or at the owners direction of any Leased Real Property leased or subleased by Seller Optionee or any of itsOptionee’s Agents or Optionee’s Affiliates (except that the foregoing shall exclude any liens arising from work or other services performed by or on behalf of Optionor pursuant to this Agreement or work which was to have been paid for by Optionor with funds from the Initial Disbursement or a Subsequent Disbursement).

Permitted Title Exceptions. During the Inspection Period, Buyer shall obtain from Title Company and review a preliminary title report with respect to the Real Property, together with all documents and information pertaining to the exceptions to title listed in such report. In addition, Buyer shall, at its expense, obtain during the Inspection Period any survey of the Real Property desired by Buyer or required by Title Company as a condition to the issuance of the Title Policy described in Section 3.1(a)(ii) below (ithe “Survey”). Buyer may advise Seller in writing and in reasonable detail, not later than five (5) business days prior to the close of the Inspection Period, what exceptions to title, if any, listed in the then current preliminary report or disclosed on the Survey are not acceptable to Buyer in its sole discretion (the “Title Objections”). Seller shall have five (5) business days after receipt of Buyer’s Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions) or (b) Seller elects not to cause such exceptions to be removed. Seller’s failure to provide notice to Buyer within such five (5) business day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objections, Buyer shall have until the expiration close of the Due Diligence Inspection Period to object determine whether (i) to proceed with the purchase and take the Property subject to such exceptions or (ii) to terminate this Agreement. “Permitted Exceptions” shall include and refer to any and all exceptions to title totitle, or any Survey matters affecting, the Real Property or any part thereof, which objection shall be made, if at all, excepting solely Title Objections that have been timely identified by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state Buyer and that Seller has notified Buyer objects to such title exception pursuant to this Section 2.08(e) by that Seller is willing to remove. Notwithstanding the expiration foregoing, in no event shall Buyer be deemed to have approved or agreed to accept title as of the Due Diligence Period and which shall not be made to any Permitted Title Exception. In addition, if Buyer obtains an update or continuation of its title insurance commitment subsequent to the expiration of the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions or exceptions caused by Buyer, to which Buyer objects, Buyer shall, within three (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e). (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects Closing Date subject to (A) seek monetary liens, encumbrances or security interests created by Seller against the Property and any mechanics’ liens on the Property for work commissioned by Seller with respect to cure the Property (but not commissioned by any tenant or other third party) (provided that Seller may use funds delivered by Buyer on account of the Purchase Price to seek to acquire a remove or insure over such title endorsement matters), and (B) encumbrances that have been voluntarily placed against the Property by Seller after the Contract Date without Buyer’s prior written consent and that will not otherwise be removed or insured over the exception and/or matter, if possible, on or before the Closing, Closing Date (B) terminate this Agreement, or (C) reduce provided that Seller may use funds delivered by Buyer on account of the Purchase Price by the amount of any liquidated claim, in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that in no event shall Seller be obligated to seek to cure remove or seek to acquire a insure over such title endorsement over an exception and/or matter or reduce the Purchase Price by the amount of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller or any of itsmatters).

Permitted Title Exceptions. During the Inspection Period, Buyer shall obtain from Title Company and review a preliminary title report or commitment with respect to the Real Property (i"Title Report"), together with all documents and information pertaining to the exceptions to title listed in the Title Report. In addition, during the Inspection Period, Buyer may obtain any survey of the Real Property desired by Buyer or required by Title Company as a condition to issuance of an ALTA extended coverage title policy (the "Survey"). Buyer may advise Seller in writing and in reasonable detail, not later than ten (10) days prior to the close of the Inspection Period, what exceptions to title, if any, listed in the current preliminary report for the Real Property or disclosed on the Survey are not acceptable to Buyer with respect to the Real Property ("Title Objections"). Prior to notifying Seller of any Title Objections, Buyer shall endeavor in good faith to cause Title Company to modify and update the preliminary report to reflect requested corrections and revisions. Seller shall have five (5) business days after receipt of Buyer's Title Objections to give Buyer notice that (a) Seller will remove any Title Objections from title (or, if acceptable to Buyer, in its reasonable judgment, afford the Title Company necessary information or certifications to permit it to insure over such exceptions) or (b) Seller elects not to cause such exceptions to be removed. Seller's failure to provide notice to Buyer within such 5-business day period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objections, Buyer shall have until the expiration close of the Due Diligence Inspection Period to object determine whether (i) to any exceptions to title to, or any Survey matters affecting, proceed with the Real purchase and take the Property or any part thereof, which objection shall be made, if at all, by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects subject to such title exception pursuant to this Section 2.08(e) by the expiration of the Due Diligence Period and which shall not be made to any Permitted Title Exception. In addition, if Buyer obtains an update exceptions or continuation of its title insurance commitment subsequent to the expiration of the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions or exceptions caused by Buyer, to which Buyer objects, Buyer shall, within three (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e). (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(iii) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on or before the Closing, (B) terminate this Agreement, or (C) reduce . Buyer's delivery of the Purchase Price by the amount of any liquidated claim, in which case Buyer Inspection Letter shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that in no event shall Seller be obligated to seek to cure or seek to acquire a title endorsement over an exception and/or matter or reduce the Purchase Price by the amount of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller or any of itsconstitute Buyer's

Permitted Title Exceptions. (i) Buyer shall have until five (5) Business Days after the expiration of Execution Date (the Due Diligence Period “Objection Period”) to object to any exceptions to title to, or any Survey matters affecting, the Real Property or any part thereof, which objection shall be made, if at all, by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e) by the expiration of the Due Diligence Objection Period and which shall not be made to any Permitted Title Exception. In addition, if in the event Buyer obtains an update or continuation of its title insurance commitment subsequent to the expiration of the Due Diligence Objection Period, which update or continuation discloses mattersmatters (any such matter a “New Exception”), other than Permitted Title Exceptions or exceptions caused by Buyer, to which Buyer objects, Buyer shall, within three (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e). (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on or before prior to the Closing, Closing or (B) terminate this Agreement, or (C) reduce the Purchase Price by the amount of any liquidated claim, in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that in no event shall Seller be obligated to seek to cure or seek to acquire a title endorsement over an exception and/or matter or reduce the Purchase Price by the amount of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller or any of itsits Affiliates. In the event Seller notifies Buyer that Seller elects to terminate this Agreement, Buyer shall have three (3) Business Days from Seller’s written notice thereof to elect by written notice to Seller to irrevocably withdraw and waive its objection in writing and proceed to the Closing pursuant to this Agreement without any further objection to any such exception and/or matter. In the event Seller notifies Buyer that it elects either to seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on or prior to the Closing, then so long as Seller accomplishes, in a reasonable manner, such cure and/or title endorsement over such title exception on or prior to the Closing, such exception and/or matter shall thereafter be automatically deemed a Permitted Title Exception; provided, however, that Seller’s failure, if any, to cure or to acquire a title endorsement over such title exception and/or matter shall not constitute a breach of this Agreement by Seller or any of its Affiliates and, in the event of such failure, Seller may elect, by written notice to Buyer within three (3) Business Days after Seller’s notice of such failure, to proceed pursuant to clause (B) of this Section 2.08(e)(i). If Seller notifies Buyer in writing within the initial three (3) Business Day period that Seller does not elect either of clauses (A) or (B) of this Section 2.08(e)(i), or Seller does not respond to Buyer within the initial three (3) Business Day period or elects not to seek to cure the same, then Seller shall not be deemed in breach of this Agreement and Buyer, notwithstanding anything in this Agreement to the contrary, including Sections 12.02 and 13.15 hereof, as its sole remedy, may either (y) terminate this Agreement by delivering a written termination notice to Seller, in which case Buyer’s rights and obligations to purchase the Acquired Assets and this Agreement shall be terminated and Seller may thereafter sell the Acquired Assets to any third party without any obligation to Buyer whatsoever and Buyer shall have timely

Permitted Title Exceptions. (i) Buyer shall have until the expiration of the Due Diligence Period to object to At any exceptions to title to, or any Survey matters affecting, the Real Property or any part thereof, which objection shall be made, if at all, by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e) by the expiration of the Due Diligence Period and which shall not be made to any Permitted Title Exception. In addition, if Buyer obtains an update or continuation of its title insurance commitment subsequent to the expiration of the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions or exceptions caused by Buyer, to which Buyer objects, Buyer shall, within three (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e). (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(i) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, time on or before the ClosingApproval Date, the Acquiring Party may notify the Conveying Party and the Escrow Agent of any objection to any exception to title shown on the Preliminary Title Reports or to any matter appearing on the Survey. Within five (5) days after receipt of such an objection by the Acquiring Party, the Conveying Party shall notify the Acquiring Party in writing whether the Conveying Party will elect to cure such objection. In the event the Conveying Party elects not to cure such objection, the Acquiring Party shall have the right, at its option, to: (i) cure such objection at its own expense, (Bii) waive such objection and accept the property subject thereto, or (iii) to terminate this Agreement by written notice of termination given to the Conveying Party within five (5) days after receipt of the Conveying Party’s notice that it will not cure the objection. If the Acquiring Party does not notify the Conveying Party on or before the Approval Date of objection(s) to exceptions to title shown on the Preliminary Title Reports or to any matter(s) appearing on the Survey, then the Acquiring Party shall be deemed to have waived any such objections and the property to be conveyed shall be conveyed subject to such exceptions to title (excluding standard pre-printed title exceptions) and matters appearing on the Survey (collectively, the “Permitted Exceptions”). If the Acquiring Party gives notice of an objection and the Conveying Party agrees to cure the same, then the matter objected to will not be included in the Permitted Exceptions, and the Conveying Party shall cure the objection prior to closing. If the Conveying Party gives timely notice that it will not cure an objection and the Acquiring Party does not either cure the objection at its own expense or timely terminate this Agreement, or (C) reduce then the Purchase Price by objection will be deemed waived and will be included in the amount of any liquidated claim, in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that in no event shall Seller be obligated to seek to cure or seek to acquire a title endorsement over an exception and/or matter or reduce the Purchase Price by the amount of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller or any of itsPermitted Exceptions.

Permitted Title Exceptions. Seller has previously obtained from Title Company and delivered to Buyer for its review a current preliminary title report with respect to each Property (icollectively, the "Title Reports"), together with all documents and information pertaining to the exceptions to title listed in the Title Reports. Buyer shall, at its expense, obtain during the Inspection Period any surveys of the Real Property desired by Buyer or required by Title Company as a condition to the issuance of the Title Policies described in Section 3.1(a)(iii) below (collectively, the "Surveys"). Seller shall have no obligation to pay the fees or costs of the Surveys. The foregoing obligation of Buyer shall survive any termination of this Agreement. Buyer may advise Seller in writing and in reasonable detail, preferably not later than ten business days prior to the close of the Inspection Period, what exceptions to title, if any, listed in the then-current Title Reports or disclosed on the Surveys are not acceptable to Buyer (the "Title Objections"). Buyer shall not, however, unreasonably express disapproval of any exceptions to title and, prior to notifying Seller of any Title Objections, shall endeavor in good faith to cause Title Company to modify and update the Title Reports to reflect requested corrections and revisions. Seller shall have the remaining period of the Inspection Period, if any, to give Buyer notice that (a) Seller will remove any Title Objections from title (or afford the Title Company necessary information or certifications to permit it to insure over such exceptions), or (b) Seller elects not to cause such exceptions to be removed. Seller's failure to provide notice to Buyer prior to the expiration of the Inspection Period as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Buyer that Seller shall not remove any or all of the Title Objections, Buyer shall have until the expiration close of the Due Diligence Inspection Period to object to any exceptions to title to, or any Survey matters affecting, the Real Property or any part thereof, which objection shall be made, if at all, by Buyer’s delivery of written notice thereof to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e) by the expiration of the Due Diligence Period and which shall not be made to any Permitted Title Exception. In addition, if Buyer obtains an update or continuation of its title insurance commitment subsequent to the expiration of the Due Diligence Period, which update or continuation discloses matters, other than Permitted Title Exceptions or exceptions caused by Buyer, to which Buyer objects, Buyer shall, within three determine whether (3) Business Days of Buyer’s receipt of such update or continuation, object to such title exception upon written notice to Seller, such notice to expressly state that Buyer objects to such title exception pursuant to this Section 2.08(e). (Any written notice to Seller of an objection by Buyer as described above in this Section 2.08(e)(ii) to be referred to herein as a “Title Objection Notice”.) Upon Seller’s receipt of a Title Objection Notice, Seller shall have three (3) Business Days to notify Buyer in writing whether Seller elects to (A) seek to cure or to seek to acquire a title endorsement over the exception and/or matter, if possible, on or before the Closing, (B) terminate this Agreement, or (C) reduce the Purchase Price by the amount of any liquidated claim, in which case Buyer shall have no further objection thereto and shall close the transactions contemplated by this Agreement on the Closing Date; provided, however, that in no event shall Seller be obligated to seek to cure or seek to acquire a title endorsement over an exception and/or matter or reduce the Purchase Price by the amount of any liquidated claim in regards to an exception or matter controlled by the owners of any Leased Real Property leased or subleased by Seller or any of itsproceed with the