Common use of Preliminary Commitment Clause in Contracts

Preliminary Commitment. To the extent Seller has the following in its possession or reasonably available to it, Seller shall, within ten (10) days after the Effective Date, furnish at its sole cost and expense, the following to Buyer: (a) any existing title policies insuring the Real Property and (b) any existing survey of the Real Property in Seller’s possession (“Seller’s Title Work”); at the time of mutual execution of this Agreement, Seller has not located a copy of any title policy or survey. Seller ordered a preliminary commitment for an owner’s extended coverage policy of title insurance on October 17, 2012 in the amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (collectively, the “Preliminary Commitment”). Within twenty (20) days of execution of this Agreement, Buyer may obtain a current, ALTA/ACSM as-built survey of the Real Property prepared by a registered land surveyor in form acceptable to Buyer (the “Survey”; the Preliminary Commitment and Survey, if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Seller by written notice what exceptions to title, if any, are disapproved by Purchaser (“Disapproved Exceptions”) within ten (10) days of receipt of the Title Evidence. If Purchaser fails to give Seller written notice within such ten (10) day period, Purchaser will be deemed to have approved the exceptions to title shown on the Preliminary Commitment; provided, however, that mechanics’ or materialman’s’ liens and monetary encumbrances (other than non-delinquent ad valorem property taxes) will be deemed to be disapproved whether or not Purchaser gives any notice. Seller will have two (2) business days after receipt of Purchaser’s notice to give Purchaser notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller fails to give Purchaser notice before the expiration of the two (2) business day period, Seller will be deemed to have elected not to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title on or before the Closing Date all liens and other monetary encumbrances other than those approved by Purchaser. 5.2.1. If Seller elects not to remove any nonmonetary Disapproved Exceptions, Purchaser will have until the earlier of two (2) business days after Seller gives notice of such election or the expiration of the Feasibility Study Period to notify Seller of Purchaser’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary Disapproved Exceptions to be removed but fails to remove any of them from title on or before the Closing Date, Purchaser will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase subject to those Disapproved Exceptions. 5.2.2. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser will have two (2) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two (2) business days to give Purchaser notice that Seller will either remove or not remove any new Disapproved Exceptions. If Purchaser elects to terminate this Agreement under this Section, the escrow will be terminated, the Deposit, together with any accrued interest, must be returned immediately to Purchaser, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. If this Agreement is terminated, then Seller and Purchaser shall share equally any costs of terminating the escrow and any cancellation fee for the Preliminary Commitment.

Preliminary Commitment. To the extent Seller has the following in its possession or reasonably available to it, Seller shall, within ten (10) days after the Effective Date, furnish at its sole cost and expense, the following to Buyer: (a) any existing title policies insuring the Real Property and (b) any existing survey of the Real Property in Seller’s possession (“Seller’s Title Work”); at the time of mutual execution of this Agreement, Seller has not located a copy of any title policy or survey. Seller ordered Buyer shall order a preliminary commitment for an owner’s extended standard coverage policy of title insurance on October 17, 2012 in the amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (collectively, the “Preliminary Commitment”). Within twenty (20) days of execution of this Agreement, Buyer may obtain a current, ALTA/ACSM as-built survey of the Real Property prepared by a registered land surveyor in form acceptable to Buyer (the “Survey”; the Preliminary Commitment and Survey, if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Seller by written notice what exceptions to title, if any, are disapproved objected to by Purchaser Buyer (“Disapproved ExceptionsObjections”) within ten (10) days of following the Effective Date or following the receipt of the Title EvidencePreliminary Commitment, whichever date is later, but in no event later than the Closing Date. If Purchaser Buyer fails to give Seller written notice within such before the expiration of the ten (10) day period, Purchaser or by the Closing Date, whichever is earlier, Buyer will be deemed to have approved the title exceptions to title shown on identified in the Preliminary Commitment; provided, however, that mechanics’ or materialman’s’ liens Commitment and monetary encumbrances all such exceptions shall be Permitted Exceptions. No later than seven (other than non-delinquent ad valorem property taxes7) will be deemed to be disapproved whether or not Purchaser gives any notice. Seller will have two (2) business days after receipt of PurchaserXxxxx’s notice to notice, Seller may give Purchaser Buyer notice that (i) Seller will remove Disapproved Exceptions Objections or (ii) Seller elects not to remove Disapproved ExceptionsObjections. If Seller fails to give Purchaser notice before the expiration of the two (2) business day periodBuyer such notice, Seller will be deemed to have given Buyer notice as of the seventh (7th) day after receipt of Buyer’s notice, or the Closing Date, whichever is earlier, that Seller elected not to remove Disapproved Exceptionsany of the Objections. Notwithstanding anything the foregoing, Seller will be required to remove any monetary liens, monetary assessments or monetary encumbrances affecting the Property prior to or as of the Closing Date. Immediately upon discovering the need to amend or add any exception to the contrary Title Commitment, Escrow Agent shall notify Buyer and Seller. Within ten (10) business days after notice from Escrow Agent together with a copy of such intervening lien or matter, but in this Agreementno event later than the Closing Date, Buyer shall notify Seller in writing of any objections thereto (the “Amendment Objections”). No later than seven (7) days after receipt of Xxxxx’s notice, Seller shall may give Buyer notice that (i) Seller will remove from title on Amendment Objections or before the Closing Date all liens and other monetary encumbrances other than those approved by Purchaser. 5.2.1. If (ii) Seller elects not to remove any nonmonetary Disapproved Exceptions, Purchaser will have until the earlier of two (2) business days after Seller gives notice of such election or the expiration of the Feasibility Study Period to notify Seller of Purchaser’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptions, or to terminate this AgreementAmendment Objections. If Seller gives fails to give Buyer such notice, Seller will be deemed to have given Buyer notice as of the seventh (7th) day after receipt of Buyer’s notice, or the Closing Date, whichever is earlier, that it will cause one or more nonmonetary Disapproved Exceptions to be removed but fails Seller elected not to remove any of them from title on or before the Closing Date, Purchaser will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase subject to those Disapproved ExceptionsAmendment Objections. 5.2.2. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser will have two (2) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two (2) business days to give Purchaser notice that Seller will either remove or not remove any new Disapproved Exceptions. If Purchaser elects to terminate this Agreement under this Section, the escrow will be terminated, the Deposit, together with any accrued interest, must be returned immediately to Purchaser, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. If this Agreement is terminated, then Seller and Purchaser shall share equally any costs of terminating the escrow and any cancellation fee for the Preliminary Commitment.

Preliminary Commitment. To (a) Within fifteen (15) days from the extent Seller has the following in its possession or reasonably available to itEffective Date, Seller shallshall cause the Title Company to furnish City a current title commitment for standard coverage title insurance regarding the Property (the “Commitment”), within ten together with copies of all exceptions of record referenced in the Commitment. On or before the date which is the forty-fifth (1045th) days day after the Effective Date, furnish at its sole cost City may deliver to Seller City’s written notice identifying any matters, conditions and expenseexceptions reflected in the Commitment and the Survey, if any, which are not acceptable to City (the “Objected Exceptions”). If any update of the Commitment shows any new or additional exception not previously reflected in the Commitment or any update thereof, City may, on or before the date for City’s objection notice set forth in above, or, if later, the following day that is the third (3rd) day after City’s receipt of any update of the Commitment first disclosing such new or additional exception (but not in any event later than the closing), deliver to Buyer: Seller City’s notice objecting to such new or additional exception. All matters, conditions and exceptions reflected in the Commitment and the Survey which are not Objected Exceptions will be deemed permitted exceptions (athe “Permitted Exceptions”) any existing title policies insuring the Real Property including all exceptions for which City does not deliver a timely notice designating such matters, conditions and exceptions as Objected Exceptions. (b) Seller has no obligation to cure or remove any existing survey Objected Exceptions. If City gives timely notice of any Objected Exceptions, City and Seller will have a period of seven (7) days (“Title Resolution Period”) to negotiate in good faith to reach an agreement for the resolution of such Objected Exceptions and the closing will be postponed, if necessary, to allow such Title Resolution Period to expire. The foregoing notwithstanding, Seller will have no obligation to expend any funds in connection with any resolution of an Objected Exception. If such an agreement (each a “Resolution Agreement”) is entered into, such Resolution Agreement will become a supplement to this Agreement and City and Seller will be bound to perform their respective obligations thereunder to the same extent as if such obligations were set forth in this Agreement. If City and Seller do not enter into a Resolution Agreement as to each Objected Exception within the Title Resolution Period, City may terminate this Agreement by written notice given to Seller within three (3) days after the expiration of the Real Property in Seller’s possession Title Resolution Period and receive a full refund of the Deposit. If City does not give its notice of termination within three (“Seller’s 3) days after the expiration of the Title Work”); at Resolution Period, City will be deemed to have accepted any such Objected Exception which is not made the time subject of mutual execution of this Agreementa Resolution Agreement within the Title Resolution Period as an additional Permitted Exception. Immediately following the closing, Seller has not located will cause the Title Company to issue to City a copy of any title policy or survey. Seller ordered a preliminary commitment for an standard coverage owner’s extended coverage policy of title insurance on October 17, 2012 (the “Policy”) in the amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (collectively, the “Preliminary Commitment”). Within twenty (20) days of execution of this Agreement, Buyer may obtain a current, ALTA/ACSM as-built survey of the Real Property prepared by a registered land surveyor in form acceptable to Buyer (the “Survey”; the Preliminary Commitment and Survey, if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Seller by written notice what exceptions to title, if any, are disapproved by Purchaser (“Disapproved Exceptions”) within ten (10) days of receipt of the Title Evidence. If Purchaser fails to give Seller written notice within such ten (10) day period, Purchaser will be deemed to have approved the exceptions to insuring fee simple title shown on the Preliminary Commitment; provided, however, that mechanics’ or materialman’s’ liens and monetary encumbrances (other than non-delinquent ad valorem property taxes) will be deemed to be disapproved whether or not Purchaser gives any notice. Seller will have two (2) business days after receipt of Purchaser’s notice to give Purchaser notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller fails to give Purchaser notice before the expiration of the two (2) business day period, Seller will be deemed to have elected not to remove Disapproved Exceptions. Notwithstanding anything to the contrary Property in this AgreementCity, Seller shall remove from title on or before the Closing Date all liens and other monetary encumbrances other than those approved by Purchaser. 5.2.1. If Seller elects not subject to remove any nonmonetary Disapproved Permitted Exceptions, Purchaser will have until which cost and expense shall be equally shared by the earlier of two (2) business days after Seller gives notice of such election or City and the expiration of the Feasibility Study Period to notify Seller of Purchaser’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary Disapproved Exceptions to be removed but fails to remove any of them from title on or before the Closing Date, Purchaser will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase subject to those Disapproved ExceptionsSeller. 5.2.2. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser will have two (2) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two (2) business days to give Purchaser notice that Seller will either remove or not remove any new Disapproved Exceptions. If Purchaser elects to terminate this Agreement under this Section, the escrow will be terminated, the Deposit, together with any accrued interest, must be returned immediately to Purchaser, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. If this Agreement is terminated, then Seller and Purchaser shall share equally any costs of terminating the escrow and any cancellation fee for the Preliminary Commitment.

Preliminary Commitment. To the extent Seller has the following in its possession or reasonably available to it, Seller shall, within ten (10) days after the Effective Date, furnish at its sole cost and expense, the following to Buyer: (a) any existing title policies insuring the Real Property and (b) any existing survey of the Real Property in Seller’s possession (“Seller’s Title Work”); at the time of mutual execution of this Agreement, Seller has not located a copy of any title policy or survey. Seller ordered Buyer shall order a preliminary commitment for an owner’s standard coverage policy of title insurance (or, at Buyer’s election, an owner’s extended coverage policy of title insurance on October 17, 2012 insurance) in the amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (collectively, the “Preliminary Commitment”). Within twenty (20) days of execution of this Agreement, Buyer may obtain a current, ALTA/ACSM as-built survey of the Real Property prepared by a registered land surveyor in form acceptable to Buyer (the “Survey”; the Preliminary Commitment and Survey, if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Seller by written notice what exceptions to title, if any, are disapproved by Purchaser Xxxxx (“Disapproved Exceptions”) within ten fifteen (1015) days of receipt of the Title Evidence. If Purchaser fails to give Seller written notice within such ten (10) day period, Purchaser will be deemed to have approved the Preliminary Commitment and legible copies of all exceptions to title shown on in the Preliminary Commitment; provided, however, that mechanics’ or materialman’s’ liens and . All monetary encumbrances (other than non-delinquent nondelinquent ad valorem property taxes) taxes will be deemed to be disapproved whether or not Purchaser gives any noticedisapproved. Seller will have two ten (210) business days after receipt of PurchaserXxxxx’s notice to give Purchaser Buyer notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller fails to give Purchaser Buyer notice before the expiration of the two ten (210) business day period, Seller will be deemed to have elected not to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title on or before the Closing Date all liens and other monetary encumbrances other than those approved by Purchaser. 5.2.1Buyer. If Seller elects not to remove any nonmonetary Disapproved ExceptionsExemptions, Purchaser Buyer will have until the earlier of two (2) business days after Seller gives notice of such election or the expiration of the Feasibility Study Period to notify Seller of PurchaserBuyer’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptionsexceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary Disapproved Exceptions exceptions to be removed but fails to remove any of them from title on or before the Closing Date, Purchaser Buyer will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase purchase, with an abatement of the Purchase Price equal to the actual cost of removing from title those exceptions not approved by Xxxxx, and to take the Property subject to those Disapproved Exceptions. 5.2.2exceptions. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser Buyer will have two seven (27) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two five (25) business days to give Purchaser Buyer notice that Seller will either remove or not remove any new Disapproved Exceptions. If Purchaser Buyer elects to terminate this Agreement under this SectionSection 5.2, the escrow will be terminated, the Deposit, together with any accrued interest, Deposit must be returned immediately to PurchaserBuyer, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. If this Agreement is terminatedterminated through no fault of Seller, then Seller and Purchaser Buyer shall share equally any costs of terminating the escrow and any cancellation fee for the Preliminary Commitment.

Preliminary Commitment. To the extent Seller has the following in its possession or reasonably available to it, Seller shall, within ten (10) days after the Effective Date, furnish Buyer shall order at its sole cost and expense, the following to Buyer: (a) any existing title policies insuring the Real Property and (b) any existing survey of the Real Property in Seller’s possession (“Seller’s Title Work”); at the time of mutual execution of this Agreement, Seller has not located a copy of any title policy or survey. Seller ordered expense a preliminary commitment for an owner’s standard coverage policy of title insurance (or, at Buyer’s election, an owner’s extended coverage policy of title insurance on October 17, 2012 insurance) in the amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (collectively, the “Preliminary Commitment”). Within twenty (20) days of execution of this Agreement, Buyer may obtain a current, ALTA/ACSM as-built survey of the Real Property prepared by a registered land surveyor in form acceptable to Buyer (the “Survey”; the Preliminary Commitment and Survey, if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Seller by written notice what exceptions to title, if any, are disapproved by Purchaser Xxxxx (“Disapproved Exceptions”) within twenty one (21) business days of receipt of the Preliminary Commitment or within twenty one (21) business days of the Effective Date, whichever is later, and legible copies of all exceptions to title shown in the Preliminary Commitment. All monetary encumbrances other than nondelinquent ad valorem property taxes will be deemed to be disapproved. Seller will have ten (10) days of receipt of the Title Evidence. If Purchaser fails to give Seller written notice within such ten (10) day period, Purchaser will be deemed to have approved the exceptions to title shown on the Preliminary Commitment; provided, however, that mechanics’ or materialman’s’ liens and monetary encumbrances (other than non-delinquent ad valorem property taxes) will be deemed to be disapproved whether or not Purchaser gives any notice. Seller will have two (2) business days after receipt of PurchaserXxxxx’s notice to give Purchaser Buyer notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller Xxxxxx fails to give Purchaser Buyer notice before the expiration of the two ten (210) business day period, Seller will be deemed to have elected not to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title on or before the Closing Date all liens and other monetary encumbrances other than those approved by Purchaser. 5.2.1Buyer. If Seller elects not to remove any nonmonetary Disapproved Exceptions, Purchaser Buyer will have until the earlier of two (2) business days after Seller gives notice of such election or the expiration of the Feasibility Study Period (as defined in Section 6.2 of this Agreement) to notify Seller of PurchaserBuyer’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptionsexceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary Disapproved Exceptions exceptions to be removed but fails to remove any of them from title on or before the Closing Date, Purchaser Buyer will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase purchase, with an abatement of the Purchase price equal to the actual cost of removing from title those exceptions not approved by Buyer, and to take the Property subject to those Disapproved Exceptions. 5.2.2exceptions. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser will have two (2) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two (2) business days to give Purchaser notice that Seller will either remove or not remove any new Disapproved Exceptions. If Purchaser Buyer elects to terminate this Agreement under this SectionSection 5.2, the escrow will be terminated, the Deposit, together with any accrued interest, Deposit must be returned immediately to PurchaserBuyer, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. If this Agreement is terminatedterminated through no fault of Seller, then Seller and Purchaser shall share equally any only be responsible for payment of costs of terminating the escrow and Buyer shall be responsible for any costs of cancellation fee for the Preliminary Commitment.

Preliminary Commitment. To the extent Seller has the following in its possession or reasonably available to itWithin ten (10) days after mutual execution and delivery of this Agreement, Seller shallshall provide Buyer with a preliminary commitment to issue an ALTA Extended Owner's Policy of title insurance insuring Buyer's interest in the Real Property (the "Preliminary Commitment"), together with complete and legible copies of all exceptions and encumbrances noted thereon. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and Xxxxxx County, Washington ("Title Company"). The Preliminary Commitment may be to issue an ALTA Standard Owner's Policy of title insurance as to those portions of the Real Property for which Title Company will not issue an ALTA Extended Owner's Policy for lack of an ALTA survey prior to Closing, subject to Buyer's approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the "Title and Survey Review Period"), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, "Exceptions") to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written notice to Seller regarding its objection to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the Xxxxxxx Money shall be returned to Buyer. If Buyer does not receive complete and legible copies of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery of this Agreement, then Seller shall cooperate with Buyer and assist Buyer in obtaining such copies from the Effective DateTitle Company as soon as possible. If Buyer timely objects to any Exceptions, furnish at its sole cost and expense, the following to then Seller shall advise Buyer in writing within ten (10) days after receipt of Buyer's written objections: (a) any existing title policies insuring the Real Property and which Exceptions Seller will remove at Closing, (b) any existing survey of which Exceptions the Real Property in Seller’s possession (“Seller’s Title Work”); at Company has agreed to remove from the time of mutual execution of this Agreement, Seller has not located a copy of any title policy or survey. Seller ordered a preliminary commitment for an owner’s extended coverage policy of title insurance on October 17, 2012 in the amount of the Purchase Price to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title Company. If Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall be deemed to have given notice Buyer that such Exception will not be removed by Seller or Title Company and accompanied by copies of all documents referred prior to in the commitment (collectively, the “Preliminary Commitment”)Closing. Within twenty (20) days after Seller's receipt of execution Buyer's written objections, if Seller has not agreed to remove all Exceptions to which Buyer objects, Buyer shall notify Seller in writing of Buyer's election to either: (a) terminate this Agreement, Buyer may obtain a currentin which event the Xxxxxxx Money shall be returned to Buyer, ALTA/ACSM as-built survey of or (b) waive its objections to the Real Property prepared Exceptions that Seller will not remove or cause Title Company to insure around, in which event such Exceptions shall be deemed accepted by a registered land surveyor in form acceptable to Buyer (the “Survey”; the Preliminary Commitment and Survey, if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Seller by written notice what exceptions to title, if any, are disapproved by Purchaser (“Disapproved Exceptions”) within ten (10) days of receipt of the Title EvidenceBuyer. If Purchaser fails to give Seller written notice Buyer does not terminate this Agreement in writing within such ten the twenty (1020) day period, Purchaser will then Buyer shall be deemed to have approved waived its objections to the exceptions Exceptions that Seller will not remove or cause Title Company to title shown on insure around. Notwithstanding the Preliminary Commitment; providedforegoing, howeverSeller shall cause, that mechanics’ or materialman’s’ at Seller's sole expense, all mortgages, deeds of trust, and other monetary liens and monetary encumbrances (other than except non-delinquent ad valorem property assessment liens (e.g., liens for local improvement district assessments), including liens for delinquent taxes) will be deemed , mechanics, materialman's or service provider liens, and judgment liens, to be disapproved whether or not Purchaser gives any notice. Seller will have two (2) business days after receipt fully satisfied, released, and discharged of Purchaser’s notice to give Purchaser notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller fails to give Purchaser notice before the expiration of the two (2) business day period, Seller will be deemed to have elected not to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title record on or before prior to the Closing Date all liens without necessity of Buyer's objection. All such mortgages, deeds of trust and other monetary encumbrances other than those approved by Purchaser. 5.2.1. If Seller elects not liens shall automatically be deemed unacceptable to remove Buyer (without any nonmonetary Disapproved Exceptions, Purchaser will have until the earlier of two (2need for Buyer to object to them expressly) business days after Seller gives notice of such election or the expiration of the Feasibility Study Period to notify Seller of Purchaser’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary Disapproved Exceptions to shall be removed but fails to remove any of them from title on or before the Closing Date, Purchaser will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase subject to those Disapproved Exceptionsas provided above. 5.2.2. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser will have two (2) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two (2) business days to give Purchaser notice that Seller will either remove or not remove any new Disapproved Exceptions. If Purchaser elects to terminate this Agreement under this Section, the escrow will be terminated, the Deposit, together with any accrued interest, must be returned immediately to Purchaser, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. If this Agreement is terminated, then Seller and Purchaser shall share equally any costs of terminating the escrow and any cancellation fee for the Preliminary Commitment.

Preliminary Commitment. To the extent Seller has the following in its possession or reasonably available to itWithin ten (10) days after mutual execution and delivery of this Agreement, Seller shallshall provide Buyer with a preliminary commitment to issue an ALTA Extended Owner’s Policy of title insurance insuring Buyer’s interest in the Real Property (the “Preliminary Commitment”), together with complete and legible copies of all exceptions and encumbrances noted thereon. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and Xxxxxx County, Washington (“Title Company”). The Preliminary Commitment may be to issue an ALTA Standard Owner’s Policy of title insurance as to those portions of the Real Property for which Title Company will not issue an ALTA Extended Owner’s Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “Title and Survey Review Period”), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, “Exceptions”) to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written notice to Seller regarding its objection to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the Xxxxxxx Money shall be returned to Buyer. If Buyer does not receive complete and legible copies of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery of this Agreement, then Seller shall cooperate with Buyer and assist Buyer in obtaining such copies from the Effective DateTitle Company as soon as possible. If Buyer timely objects to any Exceptions, furnish at its sole cost and expense, the following to then Seller shall advise Buyer in writing within ten (10) days after receipt of Buyer’s written objections: (a) any existing title policies insuring the Real Property and which Exceptions Seller will remove at Closing, (b) any existing survey of which Exceptions the Real Property in Seller’s possession (“Seller’s Title Work”); at Company has agreed to remove from the time of mutual execution of this Agreement, Seller has not located a copy of any title policy or survey. Seller ordered a preliminary commitment for an owner’s extended coverage policy of title insurance on October 17, 2012 in the amount of the Purchase Price to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title Company. If Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall be deemed to have given notice Buyer that such Exception will not be removed by Seller or Title Company and accompanied by copies of all documents referred prior to in the commitment (collectively, the “Preliminary Commitment”). Closing Within twenty (20) days after Seller’s receipt of execution Buyer’s written objections, if Seller has not agreed to remove all Exceptions to which Buyer objects, Buyer shall notify Seller in writing of Buyer’s election to either: (a) terminate this Agreement, Buyer may obtain a currentin which event the Xxxxxxx Money shall be returned to Buyer, ALTA/ACSM as-built survey of or (b) waive its objections to the Real Property prepared Exceptions that Seller will not remove or cause Title Company to insure around, in which event such Exceptions shall be deemed accepted by a registered land surveyor in form acceptable to Buyer (the “Survey”; the Preliminary Commitment and Survey, if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Seller by written notice what exceptions to title, if any, are disapproved by Purchaser (“Disapproved Exceptions”) within ten (10) days of receipt of the Title EvidenceBuyer. If Purchaser fails to give Seller written notice Buyer does not terminate this Agreement in writing within such ten the twenty (1020) day period, Purchaser will then Buyer shall be deemed to have approved waived its objections to the exceptions Exceptions that Seller will not remove or cause Title Company to title shown on insure around. Notwithstanding the Preliminary Commitment; providedforegoing, howeverSeller shall cause, that mechanics’ or materialman’s’ at Seller’s sole expense, all mortgages, deeds of trust, and other monetary liens and monetary encumbrances (other than except non-delinquent ad valorem property assessment liens (e.g., liens for local improvement district assessments), including liens for delinquent taxes) will be deemed , mechanics, materialman’s or service provider liens, and judgment liens, to be disapproved whether or not Purchaser gives any notice. Seller will have two (2) business days after receipt fully satisfied, released, and discharged of Purchaser’s notice to give Purchaser notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller fails to give Purchaser notice before the expiration of the two (2) business day period, Seller will be deemed to have elected not to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title record on or before prior to the Closing Date all liens without necessity of Buyer’s objection. All such mortgages, deeds of trust and other monetary encumbrances other than those approved by Purchaser. 5.2.1. If Seller elects not liens shall automatically be deemed unacceptable to remove Buyer (without any nonmonetary Disapproved Exceptions, Purchaser will have until the earlier of two (2need for Buyer to object to them expressly) business days after Seller gives notice of such election or the expiration of the Feasibility Study Period to notify Seller of Purchaser’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary Disapproved Exceptions to shall be removed but fails to remove any of them from title on or before the Closing Date, Purchaser will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase subject to those Disapproved Exceptionsas provided above. 5.2.2. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser will have two (2) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two (2) business days to give Purchaser notice that Seller will either remove or not remove any new Disapproved Exceptions. If Purchaser elects to terminate this Agreement under this Section, the escrow will be terminated, the Deposit, together with any accrued interest, must be returned immediately to Purchaser, all documents and other funds will be returned to the party who deposited them, and neither party will have any further rights or obligations under this Agreement except as otherwise provided in this Agreement. If this Agreement is terminated, then Seller and Purchaser shall share equally any costs of terminating the escrow and any cancellation fee for the Preliminary Commitment.