Common use of TITLE AND POSSESSION OF THE PROPERTY Clause in Contracts

TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer an ALTA owner's policy of title insurance, 1970 Form B, (rev. 10-17-70 and 10-17-84), or other rated form acceptable to Buyer (acting reasonably), with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over), subject to rights under the Tenant Leases, and with such endorsements as Buyer may reasonably require, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities and contiguity endorsements (provided that Buyer pay the costs of all such endorsements), in the amount of the total consideration paid by Buyer to Seller for the Property (the "Title Policy") issued by the Title Company, as assurance that upon Closing, the Buyer holds and will hold good, valid and insurable title in fee simple absolute to the Property including all rights, privileges and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except the following (collectively, the "Permitted Exceptions"): (i) zoning ordinances and regulations; provided the same do not interfere with the use of the Property as an apartment complex; (ii) general real estate taxes, which are a lien but are not yet past due or delinquent at the Closing Date; (iii) rights of tenants under Tenant Leases; and (iv) such easements, covenants, conditions, reservations and restrictions of record disclosed in Schedule B of Seller's existing Title Policy (the "Approved Title Report") and other matters disclosed to and approved by Buyer, in writing, unless otherwise waived or deemed waived by Buyer as hereinafter provided. (b) Seller represents, warrants and covenants to Buyer that upon the Closing Date Buyer will have complete possession of the Property, subject only to the interests of the tenants under the Tenant Leases and the other Permitted Exceptions. (c) Buyer shall obtain, as promptly as reasonably practicable after the execution of this Agreement a current commitment issued by the Title Company to issue the Title Policy (the "Title Commitment") which updates the Approved Title Report with copies of all instruments referred to as exceptions or conditions in the Title Commitment that were not set forth in the Approved Title Report, setting forth all real estate taxes and special assessments, the state of record title to the Property and all exceptions to, or encumbrances upon, title to the Property which would appear in the Title Policy. Buyer shall have until the end of the Due Diligence Period (as defined in Section 10 of this Agreement) to review such items and to give notice to Seller of such objections as Buyer may have to any matters set forth in the Title Commitment or survey which were not referenced in the Approved Title Report. Seller understands and agrees that prior to the expiration of the Due Diligence Period, Buyer may deliver to Seller an objection letter or objection letters at any time during the Due Diligence Period and Seller agrees that any such delivery or deliveries shall not be construed in any way to limit or restrict Buyer's right to deliver additional objections to Seller at any time during Due Diligence Period. If Buyer timely (i.e during the Due Diligence Period) objects to any special assessments, defects or encumbrances, Seller shall have until the end of the Due Diligence Period to have such exceptions cured, either by the removal of such exceptions or by the procurement of title insurance endorsements or other resolution satisfactory to Buyer providing coverage against loss or damage as a result of such exceptions. If Seller shall not cure such defects or encumbrances to Buyer's satisfaction by the end of the Due Diligence Period, Buyer, at its option, may (i) terminate this Agreement upon written notice of termination to Seller in accordance with Section 10 of this Agreement, in which event neither party shall thereafter have any liability to the other (except as to matters which, under any other provision of this Agreement are expressly stated to survive a termination of this Agreement), and all funds previously paid or deposited by Buyer, including all accrued interest, shall be returned to Buyer, or (ii) waive its objection to the defects or encumbrances and proceed to the Closing in which event all such waived defects or encumbrances shall be deemed to be Permitted Exceptions hereunder. Notwithstanding the above, any defects in the nature of consensual liens affirmatively granted by Seller or non-consensual monetary liens which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate that can be released by payment of the underlying obligation shall be removed, bonded or title insured over by Seller and if not so removed, bonded or title insured over by the Closing then the Appraised Value shall be reduced by an amount sufficient to satisfy such obligations. Buyer shall conclusively be deemed to have waived all objections to any title or survey defect, encumbrance or exception reflected or referenced in the Title Commitment or survey as to which Buyer fails to deliver to Seller a written objection by the end of the Due Diligence Period, and all such matters shall thereafter be deemed to be Permitted Exceptions for purposes of this Agreement.

TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer an ALTA owner's policy of title insurance, 1970 Form B, (rev. 10-17-70 and 10-17-84), or other rated form acceptable to Buyer (acting reasonably), with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over), subject to rights under the Tenant Leases, and with such endorsements as Buyer may reasonably requirer e q u i re, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities and contiguity endorsements (provided that Buyer pay the costs of all such endorsements), in the full amount of the total consideration paid by Buyer to Seller for the Property Purchase Price (the "Title Policy") issued by the Title Company, as assurance that upon Closing, the Buyer holds and will hold good, valid and insurable title in fee simple absolute to the Property including all rights, privileges and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except the following (collectively, the "Permitted Exceptions"): (i) zoning ordinances and regulations; provided the same do not interfere with the use of the Property as an apartment complex; (ii) general real estate taxes, which are a lien but are not yet past due or delinquent at the Closing Date; (iii) rights of tenants under Tenant Leases; and; (iv) such easements, covenants, conditions, reservations and restrictions of record disclosed in Schedule B of Seller's existing Title Policy (the "Approved Title Report") and other matters disclosed to and approved by Buyer, in writing, unless otherwise waived or deemed waived by Buyer as hereinafter provided; and (v) the Mortgage Indebtedness. (b) Seller represents, warrants and covenants to Buyer that upon the Closing Date Buyer will have complete possession of the Property, subject only to the interests of the tenants under the Tenant Leases and the other Permitted Exceptions. (c) Buyer shall obtain, as promptly as reasonably practicable after the execution of this Agreement a current commitment issued by the Title Company to issue the Title Policy P o l icy (the "Title Commitment") which updates the Approved Title Report with copies of all instruments referred to as exceptions or conditions in the Title Commitment that were not set forth in the Approved Title ReportCommitment, setting forth all real estate taxes and special assessments, the state of record title to the Property and all exceptions to, or encumbrances upon, title to the Property which would appear in the Title Policy. Buyer shall have until the end of the Due Diligence Period (as defined in Section 10 of this Agreement) to review such items and to give notice to Seller of such objections as Buyer may have to any matters set forth in the Title Commitment or survey which were not referenced in the Approved Title Reportsurvey. Seller understands and agrees that prior to the expiration of the Due Diligence Period, Buyer may deliver to Seller an objection letter or objection letters at any time during the Due Diligence Period and Seller agrees that any such delivery or deliveries shall not be construed in any way to limit or restrict Buyer's right to deliver additional objections to Seller at any time during Due Diligence Period. If Buyer timely (i.e during the Due t h e D ue Diligence Period) objects to any special assessments, defects or encumbrances, Seller shall have until the end of the Due Diligence Period to have such exceptions cured, either by the removal of such exceptions or by the procurement of title insurance endorsements or other resolution satisfactory to Buyer providing coverage against loss or damage as a result of such exceptions. If Seller shall not cure such defects or encumbrances to Buyer's satisfaction by the end of the Due Diligence Period, Buyer, at its option, may (i) terminate this Agreement upon written notice of termination to Seller in accordance with Section 10 of this Agreement, in which event neither party shall thereafter have any liability to the other (except as to matters which, under any other provision of this Agreement are expressly stated to survive a termination of this Agreement), and all funds previously paid or deposited by Buyer, including all accrued interest, shall be returned to Buyer, or (ii) waive its objection to the defects or encumbrances and proceed to the Closing in which event all such waived defects or encumbrances shall be deemed to be Permitted Exceptions hereunder. Notwithstanding the above, any defects in the nature of consensual liens affirmatively granted by Seller (other than the Mortgage Indebtedness) or non-consensual monetary liens which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate that can be released by payment of the underlying obligation shall be removed, bonded or title insured over by Seller and if not so removed, bonded or title insured over by the Closing then the Appraised Value Purchase Price shall be reduced by an amount sufficient to satisfy such obligations. Buyer shall conclusively be deemed to have waived all objections to any title or survey defect, encumbrance or exception reflected or referenced in the Title Commitment or survey as to which Buyer fails to deliver to Seller a written objection by the end of the Due Diligence Period, and all such matters shall thereafter be deemed to be Permitted Exceptions for purposes of this Agreement.

TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer an ALTA owner's policy of title insurance, 1970 Form B, (rev. 10-17-70 and 10-17-84), or other rated form acceptable to Buyer (acting reasonably), with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over), subject to rights under the Tenant Leases, and with such endorsements as Buyer may reasonably requirer e q u i re, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities and contiguity endorsements (provided that Buyer pay the costs of all such endorsements), in the full amount of the total consideration paid by Buyer to Seller for the Property Purchase Price (the "Title Policy") issued by the Title Company, as assurance that upon Closing, the Buyer holds and will hold good, valid and insurable title in fee simple absolute to the Property including all rights, privileges and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except the following (collectively, the "Permitted Exceptions"): (i) zoning ordinances and regulations; provided the same do not interfere with the use of the Property as an apartment complex; (ii) general real estate taxes, which are a lien but are not yet past due or delinquent at the Closing Date; (iii) rights of tenants under Tenant Leases; and (iv) such easements, covenants, conditions, reservations and restrictions of record disclosed in Schedule B of Seller's existing Title Policy (the "Approved Title Report") and other matters disclosed to and approved by Buyer, in writing, unless otherwise waived or deemed waived by Buyer as hereinafter provided. (b) Seller represents, warrants and covenants to Buyer that upon the Closing Date Buyer will have complete possession of the Property, subject only to the interests of the tenants under the Tenant Leases and the other Permitted Exceptions. (c) Buyer shall obtain, as promptly as reasonably practicable after the execution of this Agreement a current commitment issued by the Title Company to issue the Title Policy P o l icy (the "Title Commitment") which updates the Approved Title Report with copies of all instruments referred to as exceptions or conditions in the Title Commitment that were not set forth in the Approved Title ReportCommitment, setting forth all real estate taxes and special assessments, the state of record title to the Property and all exceptions to, or encumbrances upon, title to the Property which would appear in the Title Policy. Buyer shall have until the end of the Due Diligence Period (as defined in Section 10 of this Agreement) to review such items and to give notice to Seller of such objections as Buyer may have to any matters set forth in the Title Commitment or survey which were not referenced in the Approved Title Reportsurvey. Seller understands and agrees that prior to the expiration of the Due Diligence Period, Buyer may deliver to Seller an objection letter or objection letters at any time during the Due Diligence Period and Seller agrees that any such delivery or deliveries shall not be construed in any way to limit or restrict Buyer's right to deliver additional objections to Seller at any time during Due Diligence Period. If Buyer timely (i.e during the Due t h e D ue Diligence Period) objects to any special assessments, defects or encumbrances, Seller shall have until the end of the Due Diligence Period to have such exceptions cured, either by the removal of such exceptions or by the procurement of title insurance endorsements or other resolution satisfactory to Buyer providing coverage against loss or damage as a result of such exceptions. If Seller shall not cure such defects or encumbrances to Buyer's satisfaction by the end of the Due Diligence Period, Buyer, at its option, may (i) terminate this Agreement upon written notice of termination to Seller in accordance with Section 10 of this Agreement, in which event neither party shall thereafter have any liability to the other (except as to matters which, under any other provision of this Agreement are expressly stated to survive a termination of this Agreement), and all funds previously paid or deposited by Buyer, including all accrued interest, shall be returned to Buyer, or (ii) waive its objection to the defects or encumbrances and proceed to the Closing in which event all such waived defects or encumbrances shall be deemed to be Permitted Exceptions hereunder. Notwithstanding the above, any defects in the nature of consensual liens affirmatively granted by Seller or non-consensual monetary liens which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate that can be released by payment of the underlying obligation shall be removed, bonded or title insured over by Seller and if not so removed, bonded or title insured over by the Closing then the Appraised Value Purchase Price shall be reduced by an amount sufficient to satisfy such obligations. Buyer shall conclusively be deemed to have waived all objections to any title or survey defect, encumbrance or exception reflected or referenced in the Title Commitment or survey as to which Buyer fails to deliver to Seller a written objection by the end of the Due Diligence Period, and all such matters shall thereafter be deemed to be Permitted Exceptions for purposes of this Agreement.

TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer (for the benefit of the Partnership) an ALTA owner's policy of title insurance, 1970 Form B, B (rev. 10-17-70 and 10-17-84), ) or other rated form acceptable to Buyer (acting reasonably)Buyer, with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over)deleted, subject to rights of tenants under the Tenant Leases, and with such endorsements as Buyer may reasonably require, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities non-imputation and contiguity endorsements (provided that Buyer pay the costs of all such fairways endorsements), in the amount of the total consideration paid by Buyer to Seller for the Property $37,028,000 (the "Title Policy") issued by the Title Company, as assurance that upon the Closing, the Buyer Partnership holds and will hold good, valid valid, and insurable marketable title in fee simple absolute to the Property including all rights, privileges privileges, and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except the following as follows (collectively, the "Permitted Exceptions"): (i) zoning ordinances and regulations; provided the same do not interfere with the use of the Property as an apartment complex; (ii) general real estate taxes, taxes which are a lien but are not yet past due or delinquent at the Closing Date; (iii) rights of tenants under Tenant Leases; and (iv) such easements, covenants, conditions, reservations reservations, and restrictions of record disclosed in Schedule B of Seller's existing Title Policy (the "Approved Title Report") and other matters disclosed to and approved by Buyer, in writing, unless otherwise waived or deemed waived by Buyer as hereinafter provided. (b) Seller represents, warrants warrants, and covenants to Buyer that upon the Closing Date Buyer the Partnership will have complete possession of the Property, subject only to the interests of the tenants under the Tenant Leases and the other Permitted ExceptionsLeases. (c) Buyer shall obtain, as promptly as reasonably practicable after the execution of this Agreement a current commitment issued by the Title Company to issue the Title Policy (the "Title Commitment") which updates the Approved Title Report with copies of all instruments referred to as exceptions or conditions in the Title Commitment that were not set forth in the Approved Title ReportCommitment, setting forth all real estate taxes and special assessments, the state of record title to the Property and all exceptions to, or encumbrances upon, title to the Property which would appear in the Title Policy. Buyer shall have until the end of the Due Diligence Period (as defined in Section 10 9 of this Agreement) to review such items and to give notice to Seller of such objections as Buyer may have to any matters set forth in the Title Commitment or survey which were not referenced in the Approved Title Reportsurvey. Seller understands and agrees that prior to the expiration of the Due Diligence Period, Buyer may deliver to Seller an objection letter or objection letters at any time during the Due Diligence Period and Seller agrees that any such delivery or deliveries shall not be construed in any way to limit or restrict Buyer's right to deliver additional objections to Seller at any time during Due Diligence Period. If Buyer timely (i.e during the Due Diligence Period) objects to any special assessments, defects or encumbrances, Seller shall have until the end of the Due Diligence Period to have such exceptions cured, either by the removal of such exceptions or by the procurement of title insurance endorsements or other resolution satisfactory to Buyer providing coverage against loss or damage as a result of such exceptions. If Seller shall not cure such defects or encumbrances to Buyer's satisfaction by the end of the Due Diligence Period, Buyer, at its option, may (i) terminate this Agreement upon written notice of termination to Seller in accordance with Section 10 9 of this Agreement, in which event neither party shall thereafter have any liability to the other (except as to matters which, under any other provision of this Agreement are expressly stated to survive a termination of this Agreement), and all funds previously paid or deposited by Buyer, including all accrued interest, shall be returned to Buyer, or (ii) waive its objection to the defects or encumbrances and proceed to the Closing in which event all such waived defects or encumbrances shall be deemed to be Permitted Exceptions hereunder. Notwithstanding the above, any defects in the nature of (i) consensual liens affirmatively granted by Seller Seller, (ii) mechanics' liens, (iii) judgement liens or non-(iv) non- consensual monetary liens (other than mechanics' or judgement liens) which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate aggregate, that can be released by payment of the underlying obligation obligation, shall be removed, bonded or title insured over by Seller and if not so removed, bonded or title insured over by the Closing then the Appraised Value such amount shall be reduced by an amount sufficient to satisfy such obligationscharged against the capital accounts of the Limited Partners (as defined in the Contribution Agreement) all as more fully provided in Section 11(g) hereof. Buyer shall conclusively be deemed to have waived all objections to any title or survey defect, encumbrance or exception reflected or referenced in the Title Commitment or survey as to which Buyer fails to deliver to Seller a written objection by the end of the Due Diligence Period, and all such matters shall thereafter be deemed to be Permitted Exceptions for purposes of this Agreement.

TITLE AND POSSESSION OF THE PROPERTY. (a) It At the Closing, Purchaser shall be a condition have the right to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer obtain an ALTA owner's ’s policy of title insurance, 1970 Form B, (rev. 10-17-70 and 10-17-84), or other rated form acceptable to Buyer (acting reasonably), with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over), subject to rights under the Tenant Leases, and with such endorsements as Buyer may reasonably require, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities and contiguity endorsements (provided that Buyer pay the costs of all such endorsements), insurance in the amount of the total consideration paid by Buyer to Seller for Purchase Price on the Property Title Company’s standard form (the "“Title Policy"”) issued by the Title CompanyCompany (the costs of the Title Policy shall be borne by Purchaser in accordance with the provisions of Section 3(c) of this Agreement), as assurance that to insure that, upon Closing, the Buyer holds and Purchaser will hold good, valid valid, and insurable indefeasible fee simple title in fee simple absolute and to the Property including all rightsProperty, privileges and easements appurtenant to the Property free and clear of all encumbrances Encumbrances whatsoever, except for the following permitted exceptions set forth on Exhibit G (collectively, the "“Permitted Exceptions"): (i) zoning ordinances and regulations; provided the same do not interfere with the use of the Property as an apartment complex; (ii) general real estate taxes, which are a lien but are not yet past due or delinquent at the Closing Date; (iii) rights of tenants under Tenant Leases; and (iv) such easements, covenants, conditions, reservations and restrictions of record disclosed in Schedule B of Seller's existing Title Policy (the "Approved Title Report") and other matters disclosed to and approved by Buyer, in writing, unless otherwise waived or deemed waived by Buyer as hereinafter provided”). (b) Seller representsPurchaser shall be entitled, warrants and covenants at its cost, to Buyer that upon the Closing Date Buyer will have complete possession obtain an ALTA survey of the PropertyProperty from a Pennsylvania-licensed surveyor (the “Survey”) prior to Closing that must be satisfactory to Purchaser in all respects. If Purchaser requests, subject only the Borough shall include in the Deed a legal description of the Land that accords with the Survey, provided, however, (i) prior to the interests Closing, Purchaser provides the Borough with two prints of the tenants under Survey with the Tenant Leases ink signature and the other Permitted Exceptionsraised seal of the surveyor affixed thereto certified to the Borough and the Borough’s counsel; and (ii) the Borough shall have no liability or obligation related to or arising from any errors or inaccuracies in such description. (c) Buyer The Borough shall obtain, as promptly as reasonably practicable after remove or cause to be removed and discharged all Monetary Title Exceptions prior to Closing by taking the execution of this Agreement a current commitment issued actions necessary to have the Monetary Title Exceptions deleted by the Title Company or transferred to issue bond so that the Monetary Title Policy (the "Title Commitment") which updates the Approved Title Report with copies of all instruments referred to as exceptions or conditions in the Title Commitment that were not set forth in the Approved Title Report, setting forth all real estate taxes and special assessments, the state of record title to the Property and all exceptions to, or encumbrances upon, title to the Property which would appear in Exceptions are removed from the Title Policy. Buyer shall have until the end of the Due Diligence Period (as defined in Section 10 of this Agreement) to review such items and to give notice to Seller of such objections as Buyer may have to any matters set forth in the Title Commitment or survey which were not referenced in the Approved Title Report. Seller understands and agrees that prior to the expiration of the Due Diligence Period, Buyer may deliver to Seller an objection letter or objection letters at any time during the Due Diligence Period and Seller agrees that any such delivery or deliveries shall not be construed in any way to limit or restrict Buyer's right to deliver additional objections to Seller at any time during Due Diligence Period. If Buyer timely (i.e during the Due Diligence Period) objects to any special assessments, defects or encumbrances, Seller shall have until the end of the Due Diligence Period to have such exceptions cured, either by the removal of such exceptions or by the procurement of title insurance endorsements or other resolution satisfactory to Buyer providing coverage against loss or damage as a result of such exceptions. If Seller shall not cure such defects or encumbrances to Buyer's satisfaction by the end of the Due Diligence Period, Buyer, at its option, may (i) terminate this Agreement upon written notice of termination to Seller in accordance with Section 10 For purposes of this Agreement, in which event neither party the term “Monetary Title Exceptions” shall thereafter have mean all liquidated judgments, real estate taxes due and payable prior to Closing, or other liens (including any liability to mortgages encumbering the other (except as to matters which, under any other provision of this Agreement are expressly stated to survive a termination of this AgreementProperty), and all funds previously paid or deposited dischargeable solely by Buyer, including all accrued interest, shall be returned to Buyer, or (ii) waive its objection to the defects or encumbrances and proceed to the Closing in which event all such waived defects or encumbrances shall be deemed to be Permitted Exceptions hereunder. Notwithstanding the above, any defects in the nature of consensual liens affirmatively granted by Seller or non-consensual monetary liens which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate that can be released by payment of the underlying obligation shall be removed, bonded or title insured over by Seller and if not so removed, bonded or title insured over by the Closing then the Appraised Value shall be reduced by an amount sufficient to satisfy such obligations. Buyer shall conclusively be deemed to have waived all objections to any title or survey defect, encumbrance or exception reflected or referenced in the Title Commitment or survey as to which Buyer fails to deliver to Seller a written objection by the end of the Due Diligence Period, and all such matters shall thereafter be deemed to be Permitted Exceptions for purposes of this Agreementmoney.

TITLE AND POSSESSION OF THE PROPERTY. (a) It shall be a condition to Buyer's obligation to close hereunder that the Title Company deliver at Closing to Buyer (for the benefit of the Partnership) an ALTA owner's policy of title insurance, 1970 Form B, B (rev. 10-17-70 and 10-17-84), ) or other rated form acceptable to Buyer (acting reasonably)Buyer, with the standard general exceptions deleted (or, with Buyer's reasonable approval, insured over), subject to rights under the Tenant Leasesdeleted, and with such endorsements as Buyer may reasonably require, including, without limitation, owner's comprehensive, survey, access, tax parcel, utilities non- imputation and contiguity endorsements (provided that Buyer pay the costs of all such fairways endorsements), in the amount of the total consideration paid by Buyer to Seller for the Property $40,000,000 (the "Title Policy") issued by the Title Company, as assurance that upon the Closing, the Buyer Partnership holds and will hold good, valid valid, and insurable marketable title in fee simple absolute to the Property including all rights, privileges privileges, and easements appurtenant to the Property free and clear of all encumbrances whatsoever, except the following as follows (collectively, the "Permitted Exceptions"): (i) zoning ordinances and regulations; provided the same do not interfere with the use of the Property as an apartment complex; (ii) general real estate taxes, taxes which are a lien but are not yet past due or delinquent at the Closing Date; (iii) rights of tenants under Tenant Leases; and (iv) such easements, covenants, conditions, reservations reservations, and restrictions of record disclosed in Schedule B of Seller's existing Title Policy (the "Approved Title Report") and other matters disclosed to and approved by Buyer, in writing, unless otherwise waived or deemed waived by Buyer as hereinafter provided. (b) Seller represents, warrants warrants, and covenants to Buyer that upon the Closing Date Buyer the Partnership will have complete possession of the Property, subject only to the interests of the tenants under the Tenant Leases and the other Permitted Exceptions. (c) Buyer shall obtain, as promptly as reasonably practicable after the execution of this Agreement a current commitment issued by the Title Company to issue the Title Policy (the "Title Commitment") which updates the Approved Title Report with copies of all instruments referred to as exceptions or conditions in the Title Commitment that were not set forth in the Approved Title ReportCommitment, setting forth all real estate taxes and special assessments, the state of record title to the Property and all exceptions to, or encumbrances upon, title to the Property which would appear in the Title Policy. Buyer shall have until the end of the Due Diligence Period (as defined in Section 10 9 of this Agreement) to review such items and to give notice to Seller of such objections as Buyer may have to any matters set forth in the Title Commitment or survey which were not referenced in the Approved Title Reportsurvey. Seller understands and agrees that prior to the expiration of the Due Diligence Period, Buyer may deliver to Seller an objection letter or 143 objection letters at any time during the Due Diligence Period and Seller agrees that any such delivery or deliveries shall not be construed in any way to limit or restrict Buyer's right to deliver additional objections to Seller at any time during Due Diligence Period. If Buyer timely (i.e during the Due Diligence Period) objects to any special assessments, defects or encumbrances, Seller shall have until the end of the Due Diligence Period to have such exceptions cured, either by the removal of such exceptions or by the procurement of title insurance endorsements or other resolution satisfactory to Buyer providing coverage against loss or damage as a result of such exceptions. If Seller shall not cure such defects or encumbrances to Buyer's satisfaction by the end of the Due Diligence Period, Buyer, at its option, may (i) terminate this Agreement upon written notice of termination to Seller in accordance with Section 10 9 of this Agreement, in which event neither party shall thereafter have any liability to the other (except as to matters which, under any other provision of this Agreement are expressly stated to survive a termination of this Agreement), and all funds previously paid or deposited by Buyer, including all accrued interest, shall be returned to Buyer, or (ii) waive its objection to the defects or encumbrances and proceed to the Closing in which event all such waived defects or encumbrances shall be deemed to be Permitted Exceptions hereunder. Notwithstanding the above, any defects in the nature of (i) consensual liens affirmatively granted by Seller Seller, (ii) mechanics' liens, (iii) judgement liens or non-(iv) non- consensual monetary liens (other than mechanics' or judgement liens) which do not exceed Twenty Five Thousand Dollars ($25,000) in the aggregate that can be released by payment of the underlying obligation obligation, shall be removed, bonded or title insured over by Seller and if not so removed, bonded or title insured over by the Closing then the Appraised Value such amount shall be reduced by an amount sufficient to satisfy such obligationscharged against the capital accounts of the Limited Partners (as defined in the Contribution Agreement) all as more fully provided in Section 11 hereof. Buyer shall conclusively be 144 deemed to have waived all objections to any title or survey defect, encumbrance or exception reflected or referenced in the Title Commitment or survey as to which Buyer fails to deliver to Seller a written objection by the end of the Due Diligence Period, and all such matters shall thereafter be deemed to be Permitted Exceptions for purposes of this Agreement.