Common use of Review of Title Clause in Contracts

Review of Title. All matters shown in the Title Documents which are not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations").

Review of Title. All matters shown a. Buyer has conducted a review of the Owned Real Estate, Real Property Leases, Easements and Permits including licenses, to determine whether Sellers have good title thereunder and whether any consents or approvals are required for their assignment. At Buyer’s request, Sellers will provide Buyer with continuing access to Sellers’ right-of-way files covering the Owned Real Estate, Real Property Leases and Easements. If consents or approvals are required for assignment of any part of the Owned Real Estate, Real Property Leases, or Easements, Sellers shall, prior to Closing, obtain such consents and/or approvals, provided that (i) Buyer shall cooperate in obtaining any such consents and or approvals, at no expense to Buyer, and (ii) Buyer shall execute any reasonable documentation requested by the parties whose consent or approval may be required. x. Xxxxxxx have disclosed on Exhibit M hereto any defects, deficiencies or exceptions in the Title Documents Easements and Permits of which are not objected to by CBL/OP by delivery it is aware (“Exhibit M Defects”). In the event Buyer becomes aware of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on any additional defects or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown deficiencies in the Title Documents (each a "Title Objection" Easements and collectively the "Title Objections")Permits not disclosed on Exhibit M, Property Owner may, but except for Voluntary Title Encumbrances, Buyer shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all notify Sellers of such Title Objections. If Property Owner is able and willing to remove defects or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP deficiencies in writing within 5 120 days after the Title Objection Deadline Closing ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"“Additional Defects”). Without Thereafter, Sellers shall cure and eliminate the necessity Exhibit M Defects listed on Exhibit M under the heading of objection by CBL/OPRight of Way Gaps Currently Being Handled and the Additional Defects within one (1) year after Closing. It is provided, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbranceshowever, Property Owner that Sellers shall have no obligation whatsoever to remove or insure against cure and eliminate any Title ObjectionsExhibit M Defects that is not listed under the heading of Right of Way Gaps Currently Being Handled. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is In the event Sellers are unable to remove cure and eliminate any defects or insure against any Title Objection deficiencies, Sellers shall, as indicated in Property Owner's Title NoticeBuyer’s sole remedy, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date indemnify Buyer against any Liabilities arising as a result of such defects or deficiencies of which Buyer has given Sellers timely notice as provided in this Section 6.5(b), (ii) 5 days pay Buyer its reasonable cost of re-routing the System around the deficient or defective right(s)-of-way or Permit, including, without limitation, all costs incurred for rights-of-way and easements. x. Xxxxxxx have disclosed on Exhibit L hereto the Easements for which consents are required to assign the same, but for which consents to assign have not yet been obtained. Sellers shall have one (1) year following receipt Closing to obtain such consents. As to any Easements requiring consent to assign to Buyer for which Seller has not obtained such consents by Closing, such Easements will not be transferred or assigned to Buyer at Closing. During that one-year period, or until Seller has obtained the required consents, Seller shall (A) retain such Easements for the benefit of Buyer, (B) provide gathering services in the pipelines located on such Easements for buyer to the same extent that would have been available to Buyer had the assignment of the Property Owner's Title Notice Easements been made, and (or 5 days following C) engage Buyer as Seller’s subcontractor to operate, maintain, repair, use and replace such pipelines. Upon obtaining the last day of required consents, Seller shall assign such Easements to Buyer in same form as set forth on Exhibit “P”, attached hereto. In the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice)event Sellers are unable to obtain such consents within such period, CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the DepositSellers shall, as applicableBuyer’s sole remedy (i) indemnify Buyer against any liabilities arising from the failure to obtain such consents, and neither party shall (ii) pay Buyer is reasonable cost of re-routing the System around the property covered by the Easements for which consents to assign have not been obtained, including, without limitation, all costs incurred for rights-of-way and easements. During the period, if any, that buyer is acting as Seller’s subcontractor with respect to any further rights or obligations pipelines under this AgreementSection 6.5 (c). Buyer shall indemnify and hold Seller harmless from and against any Liabilities or Environmental Claims arising from Buyer’s operation, except for those obligations maintenance, repair, use or replacements of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")such pipelines during that period.

Review of Title. All Purchaser shall have until 5:00 p.m. Pacific Daylight Time on the Out Date (as defined below) to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) (the “Title Approval Date”) and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Documents which are Evidence not timely objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline Purchaser shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" waived and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner Purchaser shall be deemed to have notified CBL/OP that agree to acquire the Property Owner is unable or unwilling subject to such exceptions (collectively, “Permitted Exceptions”) hereunder. Except for Required Removal Objections (as defined below), which must be removed by Seller, Seller, in its sole and absolute discretion, may elect to remove or insure against satisfy any such objections, provided that Seller shall have three (3) Business Days from the Title Objections. If Property Owner notifies or is deemed date of receipt of such objections to have notified CBL/OP identify such objections that Property Owner is unable or unwilling Seller so elects to remove or satisfy. Subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title Company to issue a title endorsement or “insure against over” any particular Title Objectionobjection (each, CBL/OP a “Seller Endorsement”) and it shall be deemed to have waived those Title Objections which Property Owner is unable the same effect as if such objection was removed or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner satisfied by Seller. If Seller does not give a Property Owner's Title Notice)elect to remove, CBL/OP insure over or satisfy such objections within such time or thereafter delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to Property Owner and Escrow Holder as provided Seller within five (5) days after the expiration of such time or the delivery of such written notice, either (a) terminate this Agreement without any liability on its part, in which case the preceding sentence, CBL/OP Deposit shall be entitled refunded to a Purchaser, Purchaser shall return of the Letter of Credit all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)) received from Seller or the DepositSeller’s agents, as applicable, to Seller and neither party shall have any further rights or obligations under hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Title Approval Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of written notice of such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to take title subject to such disapproved item, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Seller and the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except for those obligations of CBL/OP as set forth under Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement which expressly survive to the termination contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of this Agreement trust encumbering Seller’s interest in the Real Property, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller ("CBL/OP's Surviving Obligations"collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or, with respect to such mechanic’s liens, otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters.

Review of Title. All 3.1.1 Buyer acknowledges receipt of an ALTA Commitment for an owner’s standard coverage policy of title insurance, prepared by Chicago Title Company (in its capacity as title company, “Title Company”), under Commitment No. 002779806, having an effective date of November 12, 2014, along with copies of all of the documents referenced as special exceptions therein (“Preliminary Report”). 3.1.2 Buyer shall, on or before 5:00 p.m. (Pacific time) on the date which is ten (10) business days after the Effective Date, deliver to Seller, in writing (“Buyer’s Objection Notice”), any objections to matters shown in the Title Documents which are Preliminary Report and any ALTA property survey obtained by Buyer (at Buyer’s cost). Buyer’s failure to timely send Buyer’s Objection Notice shall be deemed to constitute Buyer’s approval of all matters in the Preliminary Report and any matters that would be disclosed by a survey of the Real Property, and such matters shall then become “Permitted Exceptions”. If Buyer timely objects to any item set forth in the Preliminary Report or survey, then Seller shall have the right, but not objected the obligation, to by CBL/OP by delivery attempt to cure or cause to be cured before Closing such disapproved item. Seller shall have until 5:00 p.m. (Pacific time) on the date that is five (5) business days after receipt of written notice thereof Buyer’s Objection Notice to agree in writing ("CBL/OP's Title Objection “Seller’s Response Notice"”) to Property Owner cure before Closing such disapproved item. If Seller elects not to cure, or fails to timely respond to Buyer’s objections, Seller shall be deemed to have elected not to cure, in which event Buyer shall, on or before the Title Objection Deadline expiration of the Due Diligence Period, either (i) terminate this Agreement by delivering to Seller and Escrow Agent a written notice of termination, whereupon Escrow Agent shall promptly release and return the Deposit to Buyer, or (ii) waive in writing its objection to the disapproved items, which shall then become Permitted Exceptions. Buyer’s failure to timely deliver to Seller and Escrow Agent a written notice of termination or waiver of its objection to the disapproved items shall be conclusively deemed to be accepted by CBL/OPconstitute Buyer’s waiver of its objection to said items and such items shall become Permitted Exceptions. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior Buyer shall have five (5) business days after receipt of any updates to the Title Objection Deadline specifying CBL/OP's objection Preliminary Report to object to any title exception pertaining new matters disclosed therein which were not disclosed in the original Preliminary Report only to the Real Property shown extent such new matters do not otherwise constitute Permitted Exceptions, and the procedures for objecting to such matters shall be as set forth in this Section 3.1.2 (and the Title Documents (each a "Title Objection" and collectively the "Title Objections")Outside Closing Date, Property Owner may, but except for Voluntary Title Encumbrancesdefined in Section 7.1, shall not be obligated toextended if necessary to account for the additional time required to comply with such procedures). 3.1.2.1 Notwithstanding anything herein to the contrary, Seller shall remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"a) any mortgages, deeds of trust or other monetary liens (except as noted in clauses (iii), (v) and (vii) below) encumbering the Real Property, and (b) any exceptions or encumbrances to title that are created by Seller or Seller Parties after the Effective Date without Buyer’s written consent. Without the necessity of objection by CBL/OP, Property Owner The term “Permitted Exceptions” as used herein shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of mean: (i) the Final Approval Date exceptions in the Preliminary Report approved (or deemed approved) by Buyer pursuant to this Section 3.1; (ii) 5 days following receipt of the Property Owner's Title Notice all matters shown on a survey obtained by Buyer and approved (or 5 days following deemed approved) by Buyer pursuant to this Section 3.1; (iii) non-delinquent real and personal property taxes; (iv) the last day Leaseback Agreement; (v) matters attributable to acts of Buyer and/or its directors, officers, employees, consultants, agents, contractors, affiliates and other representatives (“Buyer Parties”); (vi) provisions of existing laws, rules and regulations including, without limitation, building, zoning and environmental laws; and (vii) any non-delinquent lien for municipal betterments and special assessments assessed against the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")Real Property.

Review of Title. All matters shown Prior to the Date of Agreement, Fidelity National Title Insurance Company (the “Title Company”) has delivered to Developer a standard preliminary title report (Order No. 989-30033317-C-SG4 dated September 4, 2019, and amended December 31, 2019) (the “Report”) with respect to title to the City Property (and identified in the Report as Parcels 1 and 4 (Parcels 2 and 3 therein identifying the Developer Parcels), together with legible copies of the documents underlying the exceptions (“Exceptions”) set forth in the Report. Developer shall have the right to approve or disapprove the Exceptions for the City Property in its sole discretion; provided, however, that Developer hereby approves the following Exceptions: (a) The Redevelopment Plan (if the Title Documents which are not objected Company requires this to by CBL/OP by delivery be shown as an Exception). (b) The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). (c) The provisions of the Grant Deeds. Developer shall have sixty (60) days from the Effective Date to give written notice to City and Escrow Holder of Developer’s approval or disapproval of any of such Exceptions. Developer shall have right to obtain, at its expense, an ALTA survey of the City Property and to approve or disapprove the survey and all Exceptions to title shown on the survey. Developer’s failure to give written approval of the Report within such time limit shall be deemed disapproval of the Report. If Developer notifies City of its disapproval of any Exceptions in the Report, City shall have thirty (30) days from the receipt of written notice thereof ("CBL/OP's Title Objection Notice") of disapproval by Developer to Property Owner on determine whether or before not it will undertake the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OPremoval of any disapproved Exceptions. If CBL/OP timely delivers CBL/OP's Title Objection Notice City elects to Property Owner prior remove such Exceptions, it shall diligently proceed to effect the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all removal of such Title ObjectionsExceptions. If Property Owner is able and willing City cannot or does not elect to remove or insure against some or all any of the Title Objectionsdisapproved Exceptions within that period, Property Owner Developer shall notify CBL/OP in writing within 5 have thirty (30) days after the Title Objection Deadline expiration of such thirty ("Property Owner's Notice Period"30) of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be day period to either waive such Title Objections and give City written notice that Developer elects to proceed with the Closing purchase of the City Property subject to the disapproved Exceptions or to give City written notice that Developer elects to terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice The Exceptions to CBL/OP within Property Owner's Notice Period, Property Owner title approved by Developer as provided herein shall hereinafter be deemed referred to as the “Condition of Title.” Developer shall have notified CBL/OP that Property Owner is unable the right to approve or unwilling to remove or insure against disapprove any additional and previously unreported Exceptions reported by the Title ObjectionsCompany after Developer has approved the Condition of Title for the City Property (which are not created by Developer). If Property Owner notifies or is deemed City shall not voluntarily create any new exceptions to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days title following the last day Date of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects Notwithstanding anything to terminate the contrary contained in this Agreement by written and regardless of whether Developer provides a notice to Property Owner and Escrow Holder as provided in of approval or disapproval of title matters, the preceding sentence, CBL/OP Condition of Title shall be entitled to a return of the Letter of Credit or the Deposit, as applicablespecifically exclude, and neither party City shall have remove of record prior to the Closing, all deeds of trust, mortgages, judgment liens, mechanic's liens and materialmen's liens, any further rights other monetary liens or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive encumbrances on the termination of this Agreement City Property ("CBL/OP's Surviving Obligations"“City Removal Items”).

Review of Title. All matters shown Within fifteen (15) days of the Effective Date, Agency shall cause Title Company or another title company mutually acceptable to the Parties to deliver to Developer a standard preliminary title report with respect to the Site, together with legible copies of the documents underlying the exceptions (the “Exceptions”) set forth in the preliminary title report (collectively, the “Preliminary Title Documents which are Report”).‌ Developer shall have twenty-five (25) days from Developer’s receipt of the Preliminary Title Report to give Notice to Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies Agency of Developer’s disapproval of any items, Agency shall have the right, but not objected the obligation, to by CBL/OP by delivery remove any disapproved items after receiving Notice of written notice thereof ("CBL/OP's Title Objection Notice") Developer’s disapproval or provide assurances reasonably satisfactory to Property Owner Developer that such items will be removed or remedied on or before the Title Objection Deadline Closing. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If Agency cannot or does not elect to remove any disapproved items, Developer shall have ten (10) days after the expiration of Agency’s ten (10) day election period to either (i) give Agency Notice that Developer intends to proceed with the Conveyance subject to the disapproved items or (ii) give Owner Notice that Developer does not elect to accept the Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be conclusively deemed returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice referred to Property Owner prior as the “Permitted Exceptions” and/or the “Condition of Title.” Developer shall have the right to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown approve or disapprove in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (manner provided in this Section any Exception reported by title endorsement from the Title Company or otherwise) some or all otherwise discovered after Developer has approved the Condition of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection are not created by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations"Developer).

Review of Title. All matters shown Within the time specified in the Schedule of Performance, the Parties shall cause the Title Documents which are not objected Company to by CBL/OP by delivery deliver to Developer a standard preliminary title report with respect to the Site, together with legible copies of written notice thereof the documents underlying the exceptions (the "CBL/OP's Title Objection NoticeExceptions") set forth in the preliminary title report (collectively, the "Preliminary Title Report"). Developer shall have thirty (30) days from Developer's receipt of the Preliminary Title Report to Property Owner give Notice to Authority and the Escrow Agent of Developer's approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies Authority of Xxxxxxxxx's disapproval of any items, Authority shall have the right, but not the obligation, to remove any disapproved items after receiving Notice of Developer's disapproval or provide assurances reasonably satisfactory to Developer that such items will be removed or remedied on or before the Title Objection Deadline expiration of the Developer Approval Period. Authority shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer's disapproval. If Authority cannot or does not elect to remove any disapproved items, Developer may, at its election, deliver Notice to the Authority that Developer intends to proceed with the Conveyance subject to the disapproved items by way of the Notice to Proceed or (ii) give Authority Notice that Developer does not elect to accept the Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be conclusively deemed returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice referred to Property Owner prior as the "Permitted Exceptions" and/or the "Condition of Title." Developer shall have the right to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown approve or disapprove in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (manner provided in this Section any Exception reported by title endorsement from the Title Company or otherwise) some or all otherwise discovered after Developer has approved the Condition of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"are not created by Developer). Without Notwithstanding anything herein to the necessity of objection by CBL/OPcontrary, Property Owner Authority shall comply with remove prior to Closing all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice monetary liens other than non-delinquent taxes and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")assessments.

Review of Title. All matters shown in Prior to the Date of Agreement, the City has caused First American Title Documents which are not objected Insurance Company (the “Title Company”), to by CBL/OP by delivery of written notice thereof deliver to Developer a standard preliminary title report ("CBL/OP's Title Objection Notice"the “Report”) with respect to Property Owner on or before title to the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner Site dated no more than ten (10) days prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections")Date of Agreement, Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all together with legible copies of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after documents underlying the Title Objection Deadline exceptions ("Property Owner's Notice Period"“Exceptions”) of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C the Report. The Developer shall have the right to approve or disapprove the Exceptions in its sole discretion; provided, however, that the Developer hereby approves the following Exceptions: (a) The Redevelopment Plan. (b) The lien of any non-delinquent property taxes and assessments (to be prorated at close of Escrow). (c) The provisions of the Title CommitmentGrant Deed and Environmental Restriction. Except for Voluntary Title Encumbrances, Property Owner Developer shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before sixty (60) days from the later to occur of (i) the Final Approval Date Effective Date, or (ii) 5 days following the date of its receipt of the Property Owner's Title Notice (or 5 days following the last day Report and legible copies of the Property Owner's Notice Period if the Property Owner does not all Exceptions to give a Property Owner's Title Notice), CBL/OP delivers written notice to Property Owner City and Escrow Holder of Developer's approval or disapproval of any of such Exceptions. Developer shall have right to obtain, at its expense, an ALTA survey of the Site and to approve or disapprove the survey and all Exceptions to title shown on the survey. Developer's failure to give written approval of the Report within such time limit shall be deemed disapproval of the Report. If Developer notifies City of its disapproval of any Exceptions in the Report, the City shall have thirty (30) days from the receipt of written notice terminating this Agreementof disapproval by the Developer to determine whether or not it will undertake the removal of any disapproved Exceptions. If CBL/OP so the City elects to remove such Exceptions, it shall diligently proceed to effect the removal of such Exceptions. If City cannot or does not elect to remove any of the disapproved Exceptions within that period, Developer shall have thirty (30) days after the expiration of such thirty (30) day period to either give the City written notice that Developer elects to proceed with the purchase of the Site subject to the disapproved Exceptions or to give the City written notice that the Developer elects to terminate this Agreement Agreement. The Exceptions to title approved by written notice to Property Owner and Escrow Holder Developer as provided in herein shall hereinafter be referred to as the preceding sentence, CBL/OP shall be entitled to a return “Condition of the Letter of Credit or the Deposit, as applicable, and neither party Title.” Developer shall have the right to approve or disapprove any further rights or obligations under this Agreementadditional and previously unreported Exceptions reported by the Title Company after Developer has approved the Condition of Title for the Site (which are not created by Developer), except for those obligations any covenant recorded against the Site with respect to the Landfill Gases, which covenant Developer shall have the right to reasonably approve in advance of CBL/OP under this Agreement which expressly survive recordation, City shall not voluntarily create any new exceptions to title following the termination Date of this Agreement ("CBL/OP's Surviving Obligations")Agreement.

Review of Title. All As promptly as practicable after the Effective Date, Seller shall request the Title Company to provide Buyer and Seller with a preliminary commitment for title insurance for the Premises issued by the Title Company, together with complete and legible (to the extent available) copies of all exceptions and encumbrances noted thereon (the “Preliminary Commitment”, and together with such exceptions and encumbrances, the “Title Documentation”). Buyer shall have five (5) Business Days after its receipt thereof to advise Seller in writing of any encumbrances, restrictions, easements or other matters shown in the Title Documents which Preliminary Commitment that are not objected to by CBL/OP by delivery of written notice thereof Permitted Encumbrances ("CBL/OP's Title Objection Notice"collectively “Exceptions”) to Property Owner on which Buyer objects. All Exceptions to which Xxxxx does not object in writing within such five (5) Business Day period shall be deemed accepted by Buyer and shall constitute Permitted Encumbrances. If Buyer objects to any Exceptions within the five (5) Business Day period, Seller shall advise Buyer in writing within five (5) Business Days after receipt of Buyer’s written objections: (a) which of such Exceptions Seller will remove at or before prior to Closing, (b) which of such Exceptions the Title Objection Deadline Company has agreed to insure over in the title policy to be issued at Closing (together with the proposed form of endorsement), and (c) which of such Exceptions will not be removed or insured over by Seller. The failure of Seller to respond within such time period shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall Seller’s election not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some over any Exceptions, provided that Seller shall be obligated to remove, on or all prior to the Closing Date, any mortgage, deed of trust or other instrument securing obligations for borrowed money executed by Seller that encumbers the Title Objections, Property Owner shall notify CBL/OP in writing within 5 Premises. Within five (5) days after the Title Objection Deadline ("Property Owner's Notice Period") receipt of those Title Objections which Property Owner intends Seller’s response to attempt Buyer’s written objections, and if Seller has not agreed to remove or cause Title Company to insure against on over all Exceptions to which Buyer objects or before if the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all form of the requirements set forth proposed endorsements or insurance is not acceptable to Buyer in Schedule C its reasonable discretion, Buyer shall notify Seller in writing of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever Buyer’s election to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or either: (a) terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice , or (b) waive its objections to CBL/OP within Property Owner's Notice Periodsuch Exceptions and/or the form of the proposed endorsements or insurance, Property Owner in which event such Exceptions shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement accepted by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")Buyer.

Review of Title. All Purchaser shall have until 5:00 p.m. Pacific Daylight Time on the Out Date (as defined below) to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) (the “Title Approval Date”) and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Documents which are Evidence not timely objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline Purchaser shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" waived and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner Purchaser shall be deemed to have notified CBL/OP that agree to acquire the Property Owner is unable or unwilling subject to such exceptions (collectively, “Permitted Exceptions”) hereunder; provided, however, in no event shall Purchaser be required to object to the Required Removal Objections (as defined below) which, in no event, shall constitute Permitted Exceptions. Except for Required Removal Objections, which must be removed by Seller, Seller, in its sole and absolute discretion, may elect to remove or insure against satisfy any such objections, provided that Seller shall have three (3) Business Days from the Title Objections. If Property Owner notifies or is deemed date of receipt of such objections to have notified CBL/OP identify such objections that Property Owner is unable or unwilling Seller so elects to remove or satisfy. Subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title Company to issue a title endorsement or “insure against over” any particular Title Objectionobjection (each, CBL/OP a “Seller Endorsement”) and it shall be deemed to have waived those Title Objections which Property Owner is unable the same effect as if such objection was removed or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner satisfied by Seller. If Seller does not give a Property Owner's Title Notice)elect to remove, CBL/OP insure over or satisfy such objections within such time or thereafter delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to Property Owner and Escrow Holder as provided Seller within five (5) Business Days after the expiration of such time or the delivery of such written notice, either (a) terminate this Agreement without any liability on its part, in which case the preceding sentence, CBL/OP Deposit shall be entitled refunded to a Purchaser, Purchaser shall return of the Letter of Credit all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)) received from Seller or the DepositSeller’s agents, as applicable, to Seller and neither party shall have any further rights or obligations under hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Title Approval Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of written notice of such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to take title subject to such disapproved item, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Seller and the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except for those obligations of CBL/OP as set forth under Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement which expressly survive to the termination contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of this Agreement trust encumbering Seller’s interest in the Real Property, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller ("CBL/OP's Surviving Obligations"collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or, with respect to such mechanic’s liens, otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters.

Review of Title. All Purchaser shall have until 5:00 p.m. Pacific Daylight Time on the Out Date (as defined below) to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) (the “Title Approval Date”) and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Documents which are Evidence not timely objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline Purchaser shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" waived and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner Purchaser shall be deemed to have notified CBL/OP that agree to acquire the Property Owner is unable or unwilling subject to such exceptions (collectively, “Permitted Exceptions”) hereunder. Except for Required Removal Objections (as defined below), which must be removed by Seller, Seller, in its sole and absolute discretion, may elect to remove or insure against satisfy any such objections, provided that Seller shall have three (3) Business Days from the Title Objections. If Property Owner notifies or is deemed date of receipt of such objections to have notified CBL/OP identify such objections that Property Owner is unable or unwilling Seller so elects to remove or satisfy. Subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title Company to issue, at Seller’s cost, a title endorsement or “insure against over” any particular Title Objectionobjection (each, CBL/OP a “Seller Endorsement”) and it shall be deemed to have waived those Title Objections which Property Owner is unable the same effect as if such objection was removed or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner satisfied by Seller. If Seller does not give a Property Owner's Title Notice)elect to remove, CBL/OP insure over or satisfy such objections within such time or thereafter delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to Property Owner and Escrow Holder as provided Seller within five (5) days after the expiration of such time or the delivery of such written notice, either (a) terminate this Agreement without any liability on its part, in which case the preceding sentence, CBL/OP Deposit shall be entitled refunded to a Purchaser, Purchaser shall return of the Letter of Credit all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)) received from Seller or the DepositSeller’s agents, as applicable, to Seller and neither party shall have any further rights or obligations under hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Title Approval Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of written notice of such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to take title subject to such disapproved item, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Seller and the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except for those obligations of CBL/OP as set forth under Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement which expressly survive to the termination contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of this Agreement trust encumbering Seller’s interest in the Real Property, and all mechanic’s liens filed against the Property relating to work performed on the Property not caused by Purchaser ("CBL/OP's Surviving Obligations"collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or, with respect to such mechanic’s liens, otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters.

Review of Title. All Following the Effective Date of this Agreement, BUYER shall obtain its own preliminary title report issued by a title company of BUYER’s choice (“Title Company”) and such Title Company shall provide all underlying title documents (collectively, the “Preliminary Title Report”) and BUYER shall have the right to obtain a survey of the Property from a licensed surveyor sufficient to obtain an ALTA title insurance policy (“Survey”). The BUYER’S review period for the Preliminary Title Report and the Survey shall mean the period from the Effective Date through the date that is twenty (20) days after the Effective Date (“BUYER’s Title Review Period”). At any time during BUYER’S Title Review Period, BUYER shall notify SELLER in writing (“BUYER’s Title Notice”) of any objections BUYER may have to title exceptions or other matters shown contained in the Preliminary Title Documents which are Report or Survey (“Title Objections”). If BUYER does not objected to give such notice by CBL/OP by delivery the expiration of written notice thereof ("CBL/OP's BUYER’s Title Objection Notice") to Property Owner on or before the Title Objection Deadline Review Period, such failure shall conclusively be conclusively deemed to be accepted by CBL/OPBUYER’s approval of those matters. If CBL/OP BUYER does timely delivers CBL/OP's provide BUYER’s Title Objection Notice with Title Objections, SELLER shall have five (5) business days after receipt thereof to Property Owner prior notify BUYER that SELLER (a) will endeavor to cause or (b) elects not to cause any or all of the Title Objection Deadline specifying CBL/OP's objection Objections disclosed therein to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy removed or insure against (insured over by title endorsement from the Title Company in a manner reasonably satisfactory to BUYER. SELLER’s failure to notify BUYER within such five (5) business day period as to any Title Objections that SELLER is willing to endeavor to cure or otherwise) some cause to be insured over shall be deemed an election by SELLER not to pursue such endeavor to remove or all of have the Title Company insure over such Title Objections. If Property Owner SELLER notifies or is able and willing deemed to have notified BUYER that SELLER shall not endeavor to remove or nor have the Title Company insure against some over any or all of the Title Objections, Property Owner BUYER shall notify CBL/OP in writing within 5 have two (2) business days after the Title Objection Deadline expiration of SELLER’s ("Property Owner's Notice Period"5) of those Title Objections which Property Owner intends business day period to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be respond to either (a) terminate this Agreement or (b) waive such Title Objections and proceed with to Closing, without any reduction in the Closing or terminate this AgreementPurchase Price on account of such Title Objections. If Property Owner BUYER does not deliver Property Owner's Title Notice to CBL/OP give notice within Property Owner's Notice Periodsaid period, Property Owner BUYER shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling elected to remove or insure against waive the Title ObjectionsObjections pursuant to Section 2.4. If Property Owner notifies BUYER shall have the right to request any supplement to the Preliminary Title Report or is deemed the Survey, and if any such supplement discloses any new materially adverse title or survey matters not disclosed to have notified CBL/OP that Property Owner is unable or unwilling BUYER prior to remove or insure against any particular the expiration of the BUYER’s Title ObjectionReview Period, CBL/OP the foregoing right of review and approval shall also apply to said new matter; provided, however, the period for BUYER to deliver BUYER’s Title Notice with respect to such new title matter shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) expiration of the Final Approval Date BUYER’s Title Review Period, or (ii) 5 three (3) business days following from receipt of the Property Owner's Title Notice (supplemental title report or 5 days following survey and the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")underlying document(s) referenced therein.

Review of Title. All Purchaser acknowledges that, prior to the Effective Date, Purchaser has had ample opportunity to review the Title Commitment, the Title Documents, and the Existing Survey (collectively, the “Title Evidence”), and render any objections as to matters of title to Seller. Accordingly, any and all matters (the “Existing Title and Survey Matters”) referred to, reflected in or disclosed by, the Title Evidence, inclusive, have been agreed to and accepted by Purchaser (including, without limitation, any and all exceptions to title set forth in Schedule B of the Title Commitment), and, Purchaser has approved the condition of title to the Real Property and Improvements set forth in the Title Commitment; provided, however, that notwithstanding the foregoing, Seller shall be obligated to deliver, and Purchaser shall be obligated to accept, title to the Property at Closing subject only to those matters not stricken, deleted or otherwise addressed on the marked version of the Title Commitment attached hereto as Exhibit J. Any matters shown in the Title Documents which are Evidence not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner Purchaser on or before the Title Objection Deadline Exhibit J shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" waived, and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner Purchaser shall be deemed to have notified CBL/OP agreed to acquire the Property hereunder subject to such exceptions, and to the Existing Title and Survey Matters, as modified, cured and affected hereinabove (collectively, the “Permitted Exceptions”), except for Required Removal Objections (as defined below), which must be removed by Seller prior to closing. After the Effective Date, but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Property Owner is unable or unwilling Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of an update of the Title Commitment showing such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure against over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense (each, a “Seller Endorsement”), and it shall have the Title Objectionssame effect as if such objection was removed or satisfied by Seller. If Property Owner notifies or Seller may elect to (a) extend the Closing until the day after the date upon which Seller is deemed to have notified CBL/OP that Property Owner is unable or unwilling able to remove or cause Title Company to insure against over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any particular Title Objectionsuch disapproved item (but in no event shall such extension exceed thirty (30) days after the Closing Date), CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (iib) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating terminate this Agreement. If CBL/OP so , unless Purchaser elects to take title subject to such disapproved item, in which case such non-cured objections shall become Permitted Exceptions hereunder, and, if Seller elects to terminate this Agreement by written notice Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Property Owner Seller, and Escrow Holder as provided in the preceding sentence, CBL/OP Deposit shall be entitled returned to a return of the Letter of Credit or the DepositPurchaser and, as applicablethereupon, and neither party Seller nor Purchaser shall have any further rights or obligations obligation hereunder (except as set forth under this AgreementSections 3.6(b), except for those obligations of CBL/OP under 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement which expressly survive to the termination contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of this Agreement trust encumbering Seller’s interest in the Real Property, all non-consensual monetary liens or encumbrances in an aggregate amount not to exceed $500,000, all consensual monetary liens or encumbrances, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller ("CBL/OP's Surviving Obligations"collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters. Seller shall request Seller’s current mortgage lender, and shall reasonably cooperate with Purchaser, to have the mortgage encumbering the Real Property assigned at the Closing to Purchaser’s mortgage lender, without any cost, expense or continuing liability to Seller.

Review of Title. All Purchaser acknowledges that, prior to the Effective Date, Purchaser has had ample opportunity to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) and render any objections as to matters of title in writing to Seller. Accordingly, any and all matters (the “Existing Title and Survey Matters”) referred to, reflected in or disclosed by, the Title Evidence, inclusive, have been agreed to and accepted by Purchaser (including, without limitation, any and all exceptions to title set forth in Schedule B of the Title Commitment), and Purchaser has approved the condition of title to the Real Property and Improvements set forth in the Title Commitment; provided, however, that notwithstanding the foregoing, Seller shall be obligated to deliver, and Purchaser shall be obligated to accept, title to the Property at Closing subject only to those matters not stricken, deleted or otherwise addressed on the marked version of the Title Commitment attached hereto as Exhibit J. Any matters shown in the Title Documents which are Evidence not objected to by CBL/OP Purchaser on Exhibit J shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property subject to such exceptions, and to the Existing Title and Survey Matters (collectively, the “Permitted Exceptions”) hereunder, except for the Required Removal Objections (as defined below), which must be removed by delivery Seller prior to Closing. After the Effective Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of written notice thereof of such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over ("CBL/OP's subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense (each, a “Seller Endorsement”), and it shall have the same effect as if such obligation was removed or satisfied by Seller. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Objection Notice"Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to take title subject to such disapproved item, in which case such non-cured objections shall become Permitted Exceptions hereunder, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Seller and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except as set forth under Sections 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement to the contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of trust encumbering Seller’s interest in the Real Property, all mechanic’s liens filed against the Property Owner relating to work performed on the Property and contracted for by Seller and all tax liens filed against the Property on account of delinquent taxes relating to Seller’s failure to pay any of such taxes (collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or, with respect to such mechanic’s liens, otherwise bonded, on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Closing and shall cause the Title Objection Deadline specifying CBL/OP's objection Company to any insure title exception pertaining to the Real Property shown as vested in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except Purchaser without any exception for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")matters.

Review of Title. All matters shown Within fifteen (15) days of the Effective Date, Agency shall cause Title Company or another title company mutually acceptable to the Parties to deliver to Developer a standard preliminary title report with respect to the Marketplace Site/500 S. Anaheim Blvd. Site, together with legible copies of the documents underlying the exceptions (the “Exceptions”) set forth in the preliminary title report (collectively, the “Preliminary Title Documents which are Report”). Developer shall have twenty-five (25) days from receipt of the Preliminary Title Report to give Notice to Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies Agency of Developer’s disapproval of any items with respect to the Preliminary Title Report, Agency shall have the right, but not objected the obligation, to by CBL/OP by delivery remove any disapproved items after receiving Notice of written notice thereof ("CBL/OP's Title Objection Notice") Developer’s disapproval or provide assurances reasonably satisfactory to Property Owner Developer that such items will be removed or remedied on or before the Title Objection Deadline Closing. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If Agency cannot or does not elect to remove any disapproved items, Developer shall have ten (10) days after the expiration of Agency’s ten (10) day election period to either (i) give Agency Notice that Developer intends to proceed with the Conveyance subject to the disapproved items or (ii) give Agency Notice that Developer does not elect to accept the Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be conclusively deemed returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice referred to Property Owner prior as the “Permitted Exceptions” and/or the “Condition of Title.” Developer shall have the right to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown approve or disapprove in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (manner provided in this Section any Exception reported by title endorsement from the Title Company or otherwise) some or all otherwise discovered after Developer has approved the Condition of such Title Objections. If Property Owner (which is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection not created by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations"Developer).

Review of Title. All Purchaser shall have until 5:00 p.m. Central Standard Time on the Out Date (as defined below) to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) (the “Title Approval Date”) and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Documents which are Evidence not timely objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline Purchaser shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" waived and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner Purchaser shall be deemed to have notified CBL/OP that agree to acquire the Property Owner is unable or unwilling subject to such exceptions (collectively, “Permitted Exceptions”) hereunder. Except for Required Removal Objections (as defined below) which must be removed by Seller, Seller, in its sole and absolute discretion, may elect to remove or insure against satisfy any such objections, provided that Seller shall have three (3) Business Days from the date of receipt of such objections to identify such objections that Seller so elects removed or satisfied. Subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title ObjectionsCompany to issue a title endorsement or “insure over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was removed or satisfied by Seller. If Property Owner notifies or is deemed Seller shall fail to elect to have notified CBL/OP that Property Owner is unable such objections removed, insured over or unwilling to remove satisfied within such time or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give during such time delivers a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to Property Owner and Escrow Holder as provided Seller within five (5) days after the expiration of such time or the delivery of such written notice, either (a) terminate this Agreement without any liability on its part, in which case the preceding sentence, CBL/OP Deposit shall be entitled refunded to a Purchaser, Purchaser shall return of the Letter of Credit all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, or the DepositSeller’s agents, as applicable, to Seller and neither party shall have any further rights or obligations under hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Title Approval Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of written notice of such additional item shall be deemed disapproved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to take title subject to such disapproved item, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents, received from Seller or Seller’s agents, to Seller and the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except for those obligations of CBL/OP as set forth under Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement which expressly survive to the termination contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of this Agreement trust encumbering Seller’s interest in the Real Property, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller ("CBL/OP's Surviving Obligations"collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or, with respect to such mechanic’s liens, otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters.

Review of Title. All Following the Effective Date of this Agreement, LACSD shall obtain, at its sole cost, a preliminary title report for the Purchase Property and the underlying title documents disclosed therein (collectively, the “Preliminary Title Report”), issued by a title company (“Title Company”). LACSD’s title review period shall mean the period from the Effective Date through the date that is thirty (30) days after the Effective Date (“LACSD’s Title Review Period”). At any time during LACSD’s Title Review Period, LACSD shall notify CSA 70 D-1 in writing (“LACSD’s Title Notice”) of any objections LACSD may have to title 24148.00100\29796588.6 -5- exceptions or other matters shown contained in the Preliminary Title Documents which are Report or Survey (“Title Objections”). If LACSD does not objected to give such notice by CBL/OP by delivery the expiration of written notice thereof ("CBL/OP's LACSD’s Title Objection Notice") to Property Owner on or before the Title Objection Deadline Review Period, such failure shall conclusively be conclusively deemed to be accepted by CBL/OPLACSD’s approval of those matters. If CBL/OP LACSD does timely delivers CBL/OP's provide LACSD’s Title Objection Notice with Title Objections, CSA 70 D-1 shall have five (5) business days after receipt thereof to Property Owner prior notify LACSD that CSA 70 D-1 (a) will endeavor to cause or (b) elects not to cause any or all of the Title Objection Deadline specifying CBL/OP's objection Objections disclosed therein to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy removed or insure against (insured over by title endorsement from the Title Company in a manner reasonably satisfactory to LACSD. CSA 70 D-1’s failure to notify LACSD within such five (5) business day period as to any Title Objections that CSA 70 D-1 is willing to endeavor to cure or otherwise) some cause to be insured over shall be deemed an election by CSA 70 D-1 not to pursue such endeavor to remove or all of have the Title Company insure over such Title Objections. If Property Owner CSA 70 D-1 notifies or is able and willing deemed to have notified LACSD that CSA 70 D-1 shall not endeavor to remove or nor have the Title Company insure against some over any or all of the Title Objections, Property Owner LACSD shall notify CBL/OP in writing within 5 have two (2) business days after the Title Objection Deadline expiration of CSA 70 D-1’s five ("Property Owner's Notice Period"5) of those Title Objections which Property Owner intends business day period to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be respond to either (a) terminate this Agreement or (b) waive such Title Objections and proceed with to Closing, without any reduction in the Closing or terminate this AgreementPurchase Price on account of such Title Objections. If Property Owner LACSD does not deliver Property Owner's Title Notice to CBL/OP give notice within Property Owner's Notice Periodsaid period, Property Owner LACSD shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling elected to remove or insure against waive the Title ObjectionsObjections pursuant this Section 2.5. If Property Owner notifies or is deemed LACSD receives any supplement to have notified CBL/OP that Property Owner is unable or unwilling the Preliminary Title Report disclosing any new materially adverse title matters not disclosed to remove or insure against any particular LACSD prior to the expiration of the LACSD’s Title ObjectionReview Period, CBL/OP the foregoing right of review and approval shall also apply to said new matter; provided, however, the period for LACSD to deliver LACSD’s Title Notice with respect to such new title matter shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) expiration of the Final Approval Date LACSD’s Title Review Period, or (ii) 5 five (5) business days following from receipt of the Property Owner's Title Notice (or 5 days following supplemental title report and the last day underlying document(s) referenced therein; provided, that LACSD shall not have the right under this paragraph to make any objections with respect to any matter which would be disclosed by an accurate survey of the Purchase Property Owner's Notice Period if since LACSD is to satisfy itself as to all matters which would be disclosed by an accurate survey prior to the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return expiration of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")LACSD’s Title Review Period.