Common use of Title and Survey Inspection Clause in Contracts

Title and Survey Inspection. Seller shall cause to be delivered to Buyer, with a copy to Seller, a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the "Title Report"), which Title Report shall be issued by Title Insurer. Buyer may cause to be prepared at Buyer's expense, with a copy to be delivered to Seller, a new or updated ALTA survey of the Property (the "Survey"). 2.6.1 On or prior to the date which is ten (10) days prior to the Approval Date (the "Title Review Deadline"), Buyer shall notify Seller in writing of Buyer's approval or disapproval of the state of title to the Property as reflected in the Title Report and the Survey (collectively, the "State of Title"). Any disapproval of any portion of the State of Title shall identify the objectionable matters set forth in the Title Report and/or the Survey. Failure to timely provide a notice of approval or disapproval of the State of Title as provided above shall be deemed approval thereof and a waiver by Buyer of any objection thereto (other than the Mandatory Cure Items, defined in Section 2.6.3). The term "Permitted Exceptions" shall be defined herein as all matters which have been approved or deemed approved by Buyer in accordance with this Section 2.6.1 and Section 2.6.2 hereof, and those Objectionable Title Matters (as defined in Section 2.6.3) waived or deemed waived by Buyer pursuant to Section 2.6.3 hereof. The general exceptions contained in the Title Report, the liens and encumbrances related to the Loan, the lien of any current real property taxes and assessments not yet due and payable and the rights of parties in possession pursuant to the Leases shall be deemed approved by Buyer and shall therefore constitute Permitted Exceptions. In addition, if Buyer does not obtain the Survey prior to the Title Review Deadline, then Buyer shall be deemed to have approved any exceptions, encroachments, encumbrances or other matters that are disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof as of the Title Review Deadline and such matters shall therefore constitute Permitted Exceptions. 2.6.2 In the event any additional title exceptions (each an "Additional Exception") are reported or discovered by the Title Insurer or Buyer after the date of the Title Report, Buyer shall give Seller written notice of Buyer's objection, if any, to such Additional Exception on or prior to the later of the Title Review Deadline or five (5) business days after receipt of written notice of any such Additional Exception, but in no event later than the then scheduled Closing Date. Buyer shall only be entitled to object to those Additional Exceptions that (a) materially and adversely affect the value of the Property, or title thereto, or Buyer's intended use of the Property, (b) were not caused, created or consented to in writing by Buyer, (c) were not previously reflected in the Title Report, and (d) were not reflected on the Survey (or, if Buyer did not obtain the Survey prior to the Title Review Deadline, not disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof). The failure of Buyer to give timely notice of objection to any Additional Exception, which Buyer is entitled to object to within the aforesaid time period shall be deemed approval by Buyer of such Additional Exception and a waiver by Buyer of any objection thereto. Any Additional Exceptions, which Buyer is not entitled to object to, shall be deemed approved by Buyer. 2.6.3 In the event that Buyer delivers to Seller an appropriate written notice of objection pursuant to and in accordance with Section 2.6.1 and/or Section 2.6.2 above (each such expressly disapproved matter identified in any such notice being referenced herein as an "Objectionable Title Matter"), Seller, in its sole discretion, within three (3) days after receipt of Buyer's notice of an Objectionable Title Matter (the "Cure Notice Period"), may advise Buyer in writing whether Seller will attempt to cure such Objectionable Title Matter. In the event that Seller elects to attempt to cure such Objectionable Title Matter, Seller shall have until the then scheduled Closing Date to effectuate such cure; provided, however, if Seller elects to attempt to cure an Additional Exception, the Closing Date shall be automatically extended until Seller completes the cure but in no event shall such extension exceed thirty (30) days after the then scheduled Closing Date. If Seller determines in its sole discretion that it will be unable or unwilling to cure any Objectionable Title Matters which it elected to attempt to cure as provided above, Seller shall deliver written notice thereof to Buyer as soon as such determination is made but in no event later than the then scheduled Closing Date (each a "Notice of Inability to Cure"). Notwithstanding anything to the contrary, Seller shall cure or remove all of the following as of the Closing to the extent such are in effect prior to Closing, by bonding or otherwise (including, without limitation, procuring title insurance over, at Seller's expense) (collectively, the "Mandatory Cure Items"): (i) tax liens for delinquent ad valorem real estate taxes; (ii) mechanics' liens for services or materials supplied to Seller; (iii) any delinquent utility account for service to the Property (as opposed to tenant utility accounts); and (iv) any code enforcement lien. In the event that Seller (a) advises Buyer in writing prior to the expiration of an applicable Cure Notice Period of its election not to cure an Objectionable Title Matter, (b) delivers a Notice of Inability to Cure to Buyer, (c) fails to advise Buyer in writing prior to the expiration of an applicable Cure Notice Period that Seller will attempt to cure an Objectionable Title Matter, or (d) advises Buyer that Seller will attempt to cure an Objectionable Title Matter but fails to do so on or prior to Closing (as such date may be extended in accordance with this Agreement), Buyer shall have the right, in Buyer's sole and absolute discretion, to provide written notice to Seller (the applicable notice deadline below being referred to as the "Waiver Notice Period"), within three (3) days after Buyer's receipt of Seller's written notice for (a) or (b) above, or within three (3) days after the expiration of the applicable Cure Notice Period for (c) above, or on the Closing Date for (d) above, that Buyer elects to either (i) waive the uncured Objectionable Title Matters (other than the Mandatory Cure Items) without any adjustment to the Purchase Price (in each instance, a "Title Waiver Notice") and proceed with the Closing on the later to occur of the then scheduled Closing Date or seven (7) business days after the expiration of Buyer's Waiver Notice Period, or (ii) terminate this Agreement in which event the Xxxxxxx Money Deposit less the Independent Consideration will be returned to Buyer and the rights and obligations of the parties hereunder shall terminate, except as otherwise expressly set forth in this Agreement. In the event that Buyer fails to deliver a termination notice or a Title Waiver Notice during an applicable Waiver Notice Period, Buyer shall be deemed to have delivered a Title Waiver Notice.

Title and Survey Inspection. Seller shall cause to be delivered to Buyer, with a copy to Seller, a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the "Title Report"), which Title Report shall be issued by Title Insurer. Buyer may cause to be prepared at Buyer's expense, with a copy to be delivered to Seller, a new or updated ALTA Texas survey of the Property (the "Survey"). 2.6.1 On or prior to the date which is ten (10) days prior to the Approval Date (the "Title Review Deadline"), Buyer shall notify Seller in writing of Buyer's approval or disapproval of the state of title to the Property as reflected in the Title Report and the Survey (collectively, the "State of Title"). Any disapproval of any portion of the State of Title shall identify the objectionable matters set forth in the Title Report and/or the Survey. Failure to timely provide a notice of approval or disapproval of the State of Title as provided above shall be deemed approval thereof and a waiver by Buyer of any objection thereto (other than the Mandatory Cure Items, defined in Section 2.6.3). The term "Permitted Exceptions" shall be defined herein as all matters which have been approved or deemed approved by Buyer in accordance with this Section 2.6.1 and Section 2.6.2 hereof, and those Objectionable Title Matters (as defined in Section 2.6.3) waived or deemed waived by Buyer pursuant to Section 2.6.3 hereof. The general exceptions contained in the Title Report, the liens and encumbrances related to the Loan, the lien of any current real property taxes and assessments not yet due and payable and the rights of parties in possession pursuant to the Leases shall be deemed approved by Buyer and shall therefore constitute Permitted Exceptions. In addition, if Buyer does not obtain the Survey prior to the Title Review Deadline, then Buyer shall be deemed to have approved any exceptions, encroachments, encumbrances or other matters that are disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof as of the Title Review Deadline and such matters shall therefore constitute Permitted Exceptions. 2.6.2 In the event any additional title exceptions (each an "Additional Exception") are reported or discovered by the Title Insurer or Buyer after the date of the Title Report, Buyer shall give Seller written notice of Buyer's objection, if any, to such Additional Exception on or prior to the later of the Title Review Deadline or five (5) business days after receipt of written notice of any such Additional Exception, but in no event later than the then scheduled Closing Date. Buyer shall only be entitled to object to those Additional Exceptions that (a) materially and adversely affect the value of the Property, or title thereto, or Buyer's intended use of the Property, (b) were not caused, created or consented to in writing by Buyer, (c) were not previously reflected in the Title Report, and (d) were not reflected on the Survey (or, if Buyer did not obtain the Survey prior to the Title Review Deadline, not disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof). The failure of Buyer to give timely notice of objection to any Additional Exception, which Buyer is entitled to object to within the aforesaid time period shall be deemed approval by Buyer of such Additional Exception and a waiver by Buyer of any objection thereto. Any Additional Exceptions, which Buyer is not entitled to object to, shall be deemed approved by Buyer. 2.6.3 In the event that Buyer delivers to Seller an appropriate written notice of objection pursuant to and in accordance with Section 2.6.1 and/or Section 2.6.2 above (each such expressly disapproved matter identified in any such notice being referenced herein as an "Objectionable Title Matter"), Seller, in its sole discretion, within three (3) days after receipt of Buyer's notice of an Objectionable Title Matter (the "Cure Notice Period"), may advise Buyer in writing whether Seller will attempt to cure such Objectionable Title Matter. In the event that Seller elects to attempt to cure such Objectionable Title Matter, Seller shall have until the then scheduled Closing Date to effectuate such cure; provided, however, if Seller elects to attempt to cure an Additional Exception, the Closing Date shall be automatically extended until Seller completes the cure but in no event shall such extension exceed thirty (30) days after the then scheduled Closing Date. If Seller determines in its sole discretion that it will be unable or unwilling to cure any Objectionable Title Matters which it elected to attempt to cure as provided above, Seller shall deliver written notice thereof to Buyer as soon as such determination is made but in no event later than the then scheduled Closing Date (each a "Notice of Inability to Cure"). Notwithstanding anything to the contrary, Seller shall cure or remove all of the following as of the Closing to the extent such are in effect prior to Closing, by bonding or otherwise (including, without limitation, procuring title insurance over, at Seller's expense) (collectively, the "Mandatory Cure Items"): (i) liens resulting from Seller’s existing financing, (ii) tax liens for delinquent ad valorem real estate taxes; (iiiii) mechanics' liens for services or materials supplied to Seller; (iiiiv) any delinquent utility account for service to the Property (as opposed to tenant utility accounts); and (ivvi) any code enforcement lien. In the event that Seller (a) advises Buyer in writing prior to the expiration of an applicable Cure Notice Period of its election not to cure an Objectionable Title Matter, (b) delivers a Notice of Inability to Cure to Buyer, (c) fails to advise Buyer in writing prior to the expiration of an applicable Cure Notice Period that Seller will attempt to cure an Objectionable Title Matter, or (d) advises Buyer that Seller will attempt to cure an Objectionable Title Matter but fails to do so on or prior to Closing (as such date may be extended in accordance with this Agreement), Buyer shall have the right, in Buyer's sole and absolute discretion, to provide written notice to Seller (the applicable notice deadline below being referred to as the "Waiver Notice Period"), within three (3) days after Buyer's receipt of Seller's written notice for (a) or (b) above, or within three (3) days after the expiration of the applicable Cure Notice Period for (c) above, or on the Closing Date for (d) above, that Buyer elects to either (i) waive the uncured Objectionable Title Matters (other than the Mandatory Cure Items) without any adjustment to the Purchase Price (in each instance, a "Title Waiver Notice") and proceed with the Closing on the later to occur of the then scheduled Closing Date or seven (7) business days after the expiration of Buyer's Waiver Notice Period, or (ii) terminate this Agreement in which event the Xxxxxxx Money Deposit less the Independent Consideration will be returned to Buyer and the rights and obligations of the parties hereunder shall terminate, except as otherwise expressly set forth in this Agreement. In the event that Buyer fails to deliver a termination notice or a Title Waiver Notice during an applicable Waiver Notice Period, Buyer shall be deemed to have delivered a Title Waiver Notice.this

Title and Survey Inspection. (a) Buyer acknowledges that Seller shall cause has made available to be Buyer as part of the Disclosure Materials: Seller's existing title insurance policies; the Title Report delivered by the Title Company with respect to Buyer, the Property; documents and information pertaining to the exceptions to title listed in the Title Report; and an ALTA/ATSM survey with a copy respect to Seller, a preliminary the Property. Buyer may secure during the Inspection Period any additional title report or commitment for survey updates desired by Buyer. Any title insurance for exceptions or issues disclosed by the PropertyTitle Report, together with copies Seller's surveys that were made available to Buyer during the Inspection Period, and any title report or survey updates obtained by Buyer during the Inspection Period or which would have been shown on title reports or survey updates updated through the end of all documents affecting title referenced therein the Inspection Period shall be referred to as "Title Exceptions." Buyer shall have the right to request that Title Company provide at Buyer's sole cost and expense any reinsurance or endorsements Buyer shall request during the Inspection Period, provided that the issuance of such reinsurance or endorsements shall not be a condition to or delay the closing. (b) Buyer may advise Seller in writing and in reasonable detail, not later than 10 days prior to the close of the Inspection Period, what Title Exceptions, if any, are not acceptable to Buyer (the "Title ReportObjections"), which . Prior to notifying Seller of any Title Report shall be issued by Title Insurer. Buyer may cause to be prepared at Buyer's expense, with a copy to be delivered to Seller, a new or updated ALTA survey of the Property (the "Survey"). 2.6.1 On or prior to the date which is ten (10) days prior to the Approval Date (the "Title Review Deadline")Objections, Buyer shall notify Seller endeavor in writing of good faith, but at no cost to Buyer's approval or disapproval of the state of title , to the Property as reflected in cause Title Company to modify and update the Title Report to reflect requested corrections and the Survey (collectively, the "State of Title")revisions. Any disapproval of any portion of the State of Title Seller shall identify the objectionable matters set forth in the Title Report and/or the Survey. Failure to timely provide a notice of approval or disapproval of the State of Title as provided above shall be deemed approval thereof and a waiver by Buyer of any objection thereto (other than the Mandatory Cure Items, defined in Section 2.6.3). The term "Permitted Exceptions" shall be defined herein as all matters which have been approved or deemed approved by Buyer in accordance with this Section 2.6.1 and Section 2.6.2 hereof, and those Objectionable Title Matters (as defined in Section 2.6.3) waived or deemed waived by Buyer pursuant to Section 2.6.3 hereof. The general exceptions contained in the Title Report, the liens and encumbrances related to the Loan, the lien of any current real property taxes and assessments not yet due and payable and the rights of parties in possession pursuant to the Leases shall be deemed approved by Buyer and shall therefore constitute Permitted Exceptions. In addition, if Buyer does not obtain the Survey prior to the Title Review Deadline, then Buyer shall be deemed to have approved any exceptions, encroachments, encumbrances or other matters that are disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof as of the Title Review Deadline and such matters shall therefore constitute Permitted Exceptions. 2.6.2 In the event any additional title exceptions (each an "Additional Exception") are reported or discovered by the Title Insurer or Buyer after the date of the Title Report, Buyer shall give Seller written notice of Buyer's objection, if any, to such Additional Exception on or prior to the later of the Title Review Deadline or five (5) business days after receipt of written notice of any such Additional Exception, but in no event later than the then scheduled Closing Date. Buyer shall only be entitled to object to those Additional Exceptions that (a) materially and adversely affect the value of the Property, or title thereto, or Buyer's intended use of the Property, (b) were not caused, created or consented to in writing by Buyer, (c) were not previously reflected in the Title Report, and (d) were not reflected on the Survey (or, if Buyer did not obtain the Survey prior to the Title Review Deadline, not disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof). The failure of Buyer to give timely notice of objection to any Additional Exception, which Buyer is entitled to object to within the aforesaid time period shall be deemed approval by Buyer of such Additional Exception and a waiver by Buyer of any objection thereto. Any Additional Exceptions, which Buyer is not entitled to object to, shall be deemed approved by Buyer. 2.6.3 In the event that Buyer delivers to Seller an appropriate written notice of objection pursuant to and in accordance with Section 2.6.1 and/or Section 2.6.2 above (each such expressly disapproved matter identified in any such notice being referenced herein as an "Objectionable Title Matter"), Seller, in its sole discretion, within three (3) days after receipt of Buyer's Title Objections to give Buyer notice of an Objectionable Title Matter that (the "Cure Notice Period"), may advise Buyer in writing whether a) Seller will attempt remove any Title Objections from title (or, if acceptable to cure Buyer, in its reasonable judgment, afford Title Company necessary information or certifications to permit it to insure over such Objectionable exceptions) or (b) Seller elects not to cause such exceptions to be removed. Seller's failure to provide notice to Buyer within such 5-day period as to any Title MatterObjection shall be deemed an election by Seller not to remove the Title Objection. In the event If Seller so notifies or is deemed to have notified Buyer that Seller elects to attempt to cure such Objectionable shall not remove any or all of the Title MatterObjections, Seller Buyer shall have until the then scheduled Closing Date close of the Inspection Period to effectuate determine whether (i) to proceed with the purchase and take the Property subject to such cure; provided, however, if Seller elects exceptions or (ii) to attempt terminate this Agreement. Buyer's delivery of the Inspection Letter shall constitute Buyer's conclusive agreement to cure an Additional Exception, accept the Closing Date shall be automatically extended until Seller completes the cure but in no event shall such extension exceed thirty (30) days after the then scheduled Closing Date. If Seller determines in its sole discretion that it will be unable or unwilling to cure any Objectionable Title Matters which it elected to attempt to cure as provided above, Seller shall deliver written notice thereof to Buyer as soon as such determination is made but in no event later than the then scheduled Closing Date (each a "Notice of Inability to Cure"). Notwithstanding anything Property subject to the contraryPermitted Exceptions, Seller shall cure or remove all of the following as of the Closing to the extent such are in effect prior to Closing, by bonding or otherwise (including, without limitation, procuring title insurance over, at Seller's expense) (collectively, the "Mandatory Cure Items"): (i) tax liens for delinquent ad valorem real estate taxes; (ii) mechanics' liens for services or materials supplied to Seller; (iii) any delinquent utility account for service to the Property (as opposed to tenant utility accounts); and (iv) any code enforcement lien. In the event Title Objections that Seller (a) advises Buyer in writing prior did not commit to the expiration of an applicable Cure Notice Period of its election not to cure an Objectionable Title Matter, (b) delivers a Notice of Inability to Cure to Buyer, (c) fails to advise Buyer in writing prior to the expiration of an applicable Cure Notice Period that Seller will attempt to cure an Objectionable Title Matter, or (d) advises Buyer that Seller will attempt to cure an Objectionable Title Matter but fails to do so on or prior to Closing (remove as such date may be extended in accordance with this Agreement), Buyer shall have the right, in Buyer's sole and absolute discretion, to provide written notice to Seller (the applicable notice deadline below being referred to as the "Waiver Notice Period"), within three (3) days after Buyer's receipt of Seller's written notice for (a) or (b) provided above, or within three (3) days after the expiration of the applicable Cure Notice Period for (c) above, or on the Closing Date for (d) above, that Buyer elects to either (i) waive the uncured Objectionable Title Matters (other than the Mandatory Cure Items) without any adjustment to the Purchase Price (in each instance, a "Title Waiver Notice") and proceed with the Closing on the later to occur of the then scheduled Closing Date or seven (7) business days after the expiration of Buyer's Waiver Notice Period, or (ii) terminate this Agreement in which event the Xxxxxxx Money Deposit less the Independent Consideration will be returned to Buyer and the rights and obligations of the parties hereunder shall terminate, except as otherwise expressly set forth in this Agreement. In the event that Buyer fails to deliver a termination notice or a Title Waiver Notice during an applicable Waiver Notice Period, Buyer shall be deemed to have delivered a Title Waiver Notice.

Title and Survey Inspection. Seller shall cause to be delivered to Buyer, with 9 a copy to Seller, a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the "Title Report"), which Title Report shall be issued by Title Insurer. Buyer may cause to be prepared at Buyer's expense, with a copy to be delivered to Seller, a new or updated ALTA survey of the Property (the "Survey"). 2.6.1 On or prior to the date which is ten (10) days prior to the Approval Date (the "Title Review Deadline"), Buyer shall notify Seller in writing of Buyer's approval or disapproval of the state of title to the Property as reflected in the Title Report and the Survey (collectively, the "State of Title"). Any disapproval of any portion of the State of Title shall identify the objectionable matters set forth in the Title Report and/or the Survey. Failure to timely provide a notice of approval or disapproval of the State of Title as provided above shall be deemed approval thereof and a waiver by Buyer of any objection thereto (other than the Mandatory Cure Items, defined in Section 2.6.3). The term "Permitted Exceptions" shall be defined herein as all matters which have been approved or deemed approved by Buyer in accordance with this Section 2.6.1 and Section 2.6.2 hereof, and those Objectionable Title Matters (as defined in Section 2.6.3) waived or deemed waived by Buyer pursuant to Section 2.6.3 hereof. The general exceptions contained in the Title Report, the liens and encumbrances related to the Loan, the lien of any current real property taxes and assessments not yet due and payable and the rights of parties in possession pursuant to the Leases shall be deemed approved by Buyer and shall therefore constitute Permitted Exceptions. In addition, if Buyer does not obtain the Survey prior to the Title Review Deadline, then Buyer shall be deemed to have approved any exceptions, encroachments, encumbrances or other matters that are disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof as of the Title Review Deadline and such matters shall therefore constitute Permitted Exceptions. 2.6.2 In the event any additional title exceptions (each an "Additional Exception") are reported or discovered by the Title Insurer or Buyer after the date of the Title Report, Buyer shall give Seller written notice of Buyer's objection, if any, to such Additional Exception on or prior to the later of the Title Review Deadline or five (5) business days after receipt of written notice of any such Additional Exception, but in no event later than the then scheduled Closing Date. Buyer shall only be entitled to object to those Additional Exceptions that (a) materially and adversely affect the value of the Property, or title thereto, or Buyer's intended use of the Property, (b) were not caused, created or consented to in writing by Buyer, (c) were not previously reflected in the Title Report, and (d) were not reflected on the Survey (or, if Buyer did not obtain the Survey prior to the Title Review Deadline, not disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof). The failure of Buyer to give timely notice of objection to any Additional Exception, which Buyer is entitled to object to within the aforesaid time period shall be deemed approval by Buyer of such Additional Exception and a waiver by Buyer of any objection thereto. Any Additional Exceptions, which Buyer is not entitled to object to, shall be deemed approved by Buyer. 2.6.3 In the event that Buyer delivers to Seller an appropriate written notice of objection pursuant to and in accordance with Section 2.6.1 and/or Section 2.6.2 above (each such expressly disapproved matter identified in any such notice being referenced herein as an "Objectionable Title Matter"), Seller, in its sole discretion, within three (3) days after receipt of Buyer's notice of an Objectionable Title Matter (the "Cure Notice Period"), may advise Buyer in writing whether Seller will attempt to cure such Objectionable Title Matter. In the event that Seller elects to attempt to cure such Objectionable Title Matter, Seller shall have until the then scheduled Closing Date to effectuate such cure; provided, however, if Seller elects to attempt to cure an Additional Exception, the Closing Date shall be automatically extended until Seller completes the cure but in no event shall such extension exceed thirty (30) days after the then scheduled Closing Date. If Seller determines in its sole discretion that it will be unable or unwilling to cure any Objectionable Title Matters which it elected to attempt to cure as provided above, Seller shall deliver written notice thereof to Buyer as soon as such determination is made but in no event later than the then scheduled Closing Date (each a "Notice of Inability to Cure"). Notwithstanding anything to the contrary, Seller shall cure or remove all of the following as of the Closing to the extent such are in effect prior to Closing, by bonding or otherwise (including, without limitation, procuring title insurance over, at Seller's expense) (collectively, the "Mandatory Cure Items"): (i) tax liens for delinquent ad valorem real estate taxes; (ii) mechanics' liens for services or materials supplied to Seller; (iii) any delinquent utility account for service to the Property (as opposed to tenant utility accounts); and (iv) any code enforcement lien. In the event that Seller (a) advises Buyer in writing prior to the expiration of an applicable Cure Notice Period of its election not to cure an Objectionable Title Matter, (b) delivers a Notice of Inability to Cure to Buyer, (c) fails to advise Buyer in writing prior to the expiration of an applicable Cure Notice Period that Seller will attempt to cure an Objectionable Title Matter, or (d) advises Buyer that Seller will attempt to cure an Objectionable Title Matter but fails to do so on or prior to Closing (as such date may be extended in accordance with this Agreement), Buyer shall have the right, in Buyer's sole and absolute discretion, to provide written notice to Seller (the applicable notice deadline below being referred to as the "Waiver Notice Period"), within three (3) days after Buyer's receipt of Seller's written notice for (a) or (b) above, or within three (3) days after the expiration of the applicable Cure Notice Period for (c) above, or on the Closing Date for (d) above, that Buyer elects to either (i) waive the uncured Objectionable Title Matters (other than the Mandatory Cure Items) without any adjustment to the Purchase Price (in each instance, a "Title Waiver Notice") and proceed with the Closing on the later to occur of the then scheduled Closing Date or seven (7) business days after the expiration of Buyer's Waiver Notice Period, or (ii) terminate this Agreement in which event the Xxxxxxx Money Deposit less the Independent Consideration will be returned to Buyer and the rights and obligations of the parties hereunder shall terminate, except as otherwise expressly set forth in this Agreement. In the event that Buyer fails to deliver a termination notice or a Title Waiver Notice during an applicable Waiver Notice Period, Buyer shall be deemed to have delivered a Title Waiver Notice.

Title and Survey Inspection. Promptly following the Effective Date, Buyer shall order and obtain (and provide Seller shall cause to be delivered to Buyer, with a copy to Sellerof), a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the "Title Report"), which Title Report shall be issued by Title InsurerInsurer for purposes of issuing the Title Policy (as hereinafter defined) in the amount of the Purchase Price. Buyer may cause to be prepared at Buyer's expense, with a copy to be delivered to Seller, a new or updated ALTA survey of the Property (the "Survey"). 2.6.1 On or prior to the date which is ten five (105) business days prior to the Approval Date (the "Title Review Deadline"), Buyer shall notify Seller in writing of Buyer's approval or disapproval of the state of title to the Property as reflected in the Title Report and the Survey (collectively, the "State of Title"). Any disapproval of any portion of the State of Title shall identify the objectionable matters set forth in the Title Report and/or the Survey. Failure to timely provide a notice of approval or disapproval of the State of Title as provided above shall be deemed approval thereof and a waiver by Buyer of any objection thereto thereto. Notwithstanding anything herein to the contrary, Seller agrees to satisfy at Closing, and Buyer will not need to separately object to, any and all monetary liens and monetary encumbrances of any kind recorded against the Property; provided, however, with respect to any involuntary monetary liens or involuntary monetary encumbrances that affect the Property and that are not known to the Seller as of the Effective Date, Seller’s obligation to cure shall be limited to such involuntary monetary liens and involuntary monetary encumbrances that in the aggregate do not exceed $100,000 (other than the “Mandatory Cure Items, defined in Section 2.6.3”). The term "Permitted Exceptions" shall be defined herein as all matters which have been approved or deemed approved by Buyer in accordance with this Section 2.6.1 and Section 2.6.2 hereof, and those Objectionable Title Matters (as defined in Section 2.6.3hereinafter defined) waived or deemed waived by Buyer pursuant to Section 2.6.3 hereof. The general exceptions contained in the Title Report, the liens and encumbrances related to the Loan, the lien of any current real property taxes and assessments that are not yet due and payable payable, the lien of supplemental real property taxes relating to the sale of the Property to Buyer and the rights of parties in possession pursuant to the Leases shall be deemed approved by Buyer and shall therefore constitute Permitted Exceptions. In addition, if Buyer does not obtain the Survey prior to the Title Review Deadline, then Buyer shall be deemed to have approved any exceptions, encroachments, encumbrances or other matters that are would have been disclosed by Seller’s existing an accurate ALTA survey delivered to Buyer pursuant to Section 2.5.1(f) hereof as of the Title Review Deadline and such matters shall therefore constitute Permitted Exceptions. 2.6.2 In the event any additional title exceptions (each an "Additional Exception") are reported or discovered by the Title Insurer or Buyer after the date of the Title Report, Buyer shall give Seller written notice of Buyer's objection, if any, to such Additional Exception on or prior to the later of the Title Review Deadline or five (5) business days after receipt of written notice of any such Additional Exception, but in no event later than the then scheduled Closing Date. Buyer shall only be entitled to object to those Additional Exceptions that (a) constitute a Mandatory Cure Item, or (b)(i) materially and adversely affect the value of the Property, or title thereto, Property or Buyer's intended use of the Property, (bii) were not caused, created or consented to in writing by Buyer, (ciii) were not previously reflected in the Title Report, and (div) were not F:\71018.005\Purchase Agreement\Purchase Agreement – Xxxxxx Village v8.doc reflected on the Survey (or, if Buyer did not obtain the Survey prior to the Title Review Deadline, would not disclosed by Seller’s existing survey delivered have been reflected in an updated ALTA Survey obtained prior to Buyer pursuant to Section 2.5.1(f) hereofthe Title Review Deadline). The failure of Buyer to give timely notice of objection to any Additional Exception, Exception (other than any Mandatory Cure Item which shall in all cases be satisfied whether or not the subject of an objection by Buyer) which Buyer is entitled to object to within the aforesaid time period shall be deemed approval by Buyer of such Additional Exception and a waiver by Buyer of any objection thereto. Any Additional Exceptions, Exceptions which Buyer is not entitled to object to, to shall be deemed approved by BuyerBuyer and constitute Permitted Exceptions. 2.6.3 In the event that Buyer delivers to Seller an appropriate written notice of objection pursuant to and in accordance with Section 2.6.1 and/or Section 2.6.2 above (each such expressly disapproved matter identified in any such notice being referenced herein as an "Objectionable Title Matter"), Seller, in its sole discretion, within three (3) business days after receipt of Buyer's notice of an Objectionable Title Matter (the "Cure Notice Period"), may advise Buyer in writing whether Seller will attempt to cure such Objectionable Title Matter. In the event that Seller elects to attempt to cure such Objectionable Title Matter, Seller shall have until the then scheduled Closing Date to effectuate such cure; provided, however, if Seller elects to attempt to cure an Additional Exception, the Closing Date shall be automatically extended until Seller completes the cure but in no event shall such extension exceed extend beyond the date of Closing set forth in Section 2.4.1 above by more than fifteen (15) days if Buyer has rate locked its acquisition financing or thirty (30) days after the then scheduled date for Closing Dateset forth in Section 2.4.1 above if Buyer has not rate locked its acquisition financing and, in either such case, written notice of the need for such extension shall be provided to Buyer concurrently with any election to cure. If Seller determines in its sole discretion that it will be unable or unwilling to cure any Objectionable Title Matters which it elected to attempt to cure as provided above, Seller shall deliver written notice thereof to Buyer as soon as such determination is made but in no event later than the then scheduled Closing Date (each a "Notice of Inability to Cure"). Notwithstanding anything to the contrary, Seller shall cure or remove all of the following as of the Closing to the extent such are in effect prior to Closing, by bonding or otherwise (including, without limitation, procuring title insurance over, at Seller's expense) (collectively, the "Mandatory Cure Items"): (i) tax liens for delinquent ad valorem real estate taxes; (ii) mechanics' liens for services or materials supplied to Seller; (iii) any delinquent utility account for service to the Property (as opposed to tenant utility accounts); and (iv) any code enforcement lien. In the event that Seller (a) advises Buyer in writing prior to the expiration of an applicable Cure Notice Period of its election not to cure an Objectionable Title Matter, or (b) delivers a Notice of Inability to Cure to Buyer, (c) fails to advise Buyer in writing prior to the expiration of an applicable Cure Notice Period that Seller will attempt to cure an Objectionable Title MatterMatter (other than in the case of any Mandatory Cure Item, or (d) advises Buyer that Seller will attempt to cure an Objectionable Title Matter but fails to do so on or prior to Closing (as such date may which shall in all events be extended in accordance with this Agreementsatisfied), Buyer shall have the right, in Buyer's sole and absolute discretion, to provide written notice to Seller (the applicable notice deadline below being referred to as the "Waiver Notice Period"), within three two (32) business days after Buyer's receipt of Seller's written notice for (a) or (b) above, or within three two (32) business days after the expiration of the applicable Cure Notice Period for (c) above, or on the Closing Date for (db) above, that Buyer elects to either (i) waive the uncured Objectionable Title Matters (other than the Mandatory Cure Items) without any adjustment to the Purchase Price (in each instance, a "Title Waiver Notice") and proceed with the Closing on the later to occur of the then scheduled Closing Date or seven (7) business days after the expiration of Buyer's Waiver Notice PeriodClosing, or (ii) terminate this Agreement in which event the Xxxxxxx Money Deposit less the Independent Consideration Non-Refundable Deposit (unless the election to so terminate arises out of a Full Refund Event, in which event the entire Xxxxxxx Money Deposit) will be returned to Buyer and the rights and obligations of the parties hereunder shall terminate, except as otherwise expressly set forth in this Agreement. In the event that Buyer fails to deliver a termination notice or a Title Waiver Notice during an applicable Waiver Notice Period, Buyer shall be deemed to have delivered a Title Waiver Notice. The foregoing notwithstanding, if Seller (i) does not cure any Mandatory Cure Item on or before Closing or (ii) F:\71018.005\Purchase Agreement\Purchase Agreement – Xxxxxx Village v8.doc delivers a Notice of Inability to Cure to Buyer (or otherwise fails to cure any matter which Seller elected to attempt to cure), Seller shall be deemed in default under this Agreement and Buyer shall have the rights set forth in Section 8.2 of this Agreement.

Title and Survey Inspection. Seller shall cause to be delivered to Buyer, with a copy to Seller, a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the "Title Report"), which Title Report shall be issued by Title Insurer. Buyer may cause to be prepared at Buyer's 10 expense, with a copy to be delivered to Seller, a new or updated ALTA survey of the Property (the "Survey"). 2.6.1 On or prior to the date which is ten (10) days prior to the Approval Date (the "Title Review Deadline"), Buyer shall notify Seller in writing of Buyer's approval or disapproval of the state of title to the Property as reflected in the Title Report and the Survey (collectively, the "State of Title"). Any disapproval of any portion of the State of Title shall identify the objectionable matters set forth in the Title Report and/or the Survey. Failure to timely provide a notice of approval or disapproval of the State of Title as provided above shall be deemed approval thereof and a waiver by Buyer of any objection thereto (other than the Mandatory Cure Items, defined in Section 2.6.3). The term "Permitted Exceptions" shall be defined herein as all matters which have been approved or deemed approved by Buyer in accordance with this Section 2.6.1 and Section 2.6.2 hereof, and those Objectionable Title Matters (as defined in Section 2.6.3) waived or deemed waived by Buyer pursuant to Section 2.6.3 hereof. The general exceptions contained in the Title Report, the liens and encumbrances related to the Loan, the lien of any current real property taxes and assessments not yet due and payable and the rights of parties in possession pursuant to the Leases shall be deemed approved by Buyer and shall therefore constitute Permitted Exceptions. In addition, if Buyer does not obtain the Survey prior to the Title Review Deadline, then Buyer shall be deemed to have approved any exceptions, encroachments, encumbrances or other matters that are disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof as of the Title Review Deadline and such matters shall therefore constitute Permitted Exceptions. 2.6.2 In the event any additional title exceptions (each an "Additional Exception") are reported or discovered by the Title Insurer or Buyer after the date of the Title Report, Buyer shall give Seller written notice of Buyer's objection, if any, to such Additional Exception on or prior to the later of the Title Review Deadline or five (5) business days after receipt of written notice of any such Additional Exception, but in no event later than the then scheduled Closing Date. Buyer shall only be entitled to object to those Additional Exceptions that (a) materially and adversely affect the value of the Property, or title thereto, or Buyer's intended use of the Property, (b) were not caused, created or consented to in writing by Buyer, (c) were not previously reflected in the Title Report, and (d) were not reflected on the Survey (or, if Buyer did not obtain the Survey prior to the Title Review Deadline, not disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof). The failure of Buyer to give timely notice of objection to any Additional Exception, which Buyer is entitled to object to within the aforesaid time period shall be deemed approval by Buyer of such Additional Exception and a waiver by Buyer of any objection thereto. Any Additional Exceptions, which Buyer is not entitled to object to, shall be deemed approved by Buyer. 2.6.3 In the event that Buyer delivers to Seller an appropriate written notice of objection pursuant to and in accordance with Section 2.6.1 and/or Section 2.6.2 above (each such expressly disapproved matter identified in any such notice being referenced herein as an "Objectionable Title Matter"), Seller, in its sole discretion, within three (3) days after receipt of Buyer's notice of an Objectionable Title Matter (the "Cure Notice Period"), may advise Buyer in writing whether Seller will attempt to cure such Objectionable Title Matter. In the event that Seller elects to attempt to cure such Objectionable Title Matter, Seller shall have until the then scheduled Closing Date to effectuate such cure; provided, however, if Seller elects to attempt to cure an Additional Exception, the Closing Date shall be automatically extended until Seller completes the cure but in no event shall such extension exceed thirty (30) days after the then scheduled Closing Date. If Seller determines in its sole discretion that it will be unable or unwilling to cure any Objectionable Title Matters which it elected to attempt to cure as provided above, Seller shall deliver written notice thereof to Buyer as soon as such determination is made but in no event later than the then scheduled Closing Date (each a "Notice of Inability to Cure"). Notwithstanding anything to the contrary, Seller shall cure or remove all of the following as of the Closing to the extent such are in effect prior to Closing, by bonding or otherwise (including, without limitation, procuring title insurance over, at Seller's expense) (collectively, the "Mandatory Cure Items"): (i) tax liens for delinquent ad valorem real estate taxes; (ii) mechanics' liens for services or materials supplied to Seller; (iii) any delinquent utility account for service to the Property (as opposed to tenant utility accounts); and (iv) any code enforcement lien. In the event that Seller (a) advises Buyer in writing prior to the expiration of an applicable Cure Notice Period of its election not to cure an Objectionable Title Matter, (b) delivers a Notice of Inability to Cure to Buyer, (c) fails to advise Buyer in writing prior to the expiration of an applicable Cure Notice Period that Seller will attempt to cure an Objectionable Title Matter, or (d) advises Buyer that Seller will attempt to cure an Objectionable Title Matter but fails to do so on or prior to Closing (as such date may be extended in accordance with this Agreement), Buyer shall have the right, in Buyer's sole and absolute discretion, to provide written notice to Seller (the applicable notice deadline below being referred to as the "Waiver Notice Period"), within three (3) days after Buyer's receipt of Seller's written notice for (a) or (b) above, or within three (3) days after the expiration of the applicable Cure Notice Period for (c) above, or on the Closing Date for (d) above, that Buyer elects to either (i) waive the uncured Objectionable Title Matters (other than the Mandatory Cure Items) without any adjustment to the Purchase Price (in each instance, a "Title Waiver Notice") and proceed with the Closing on the later to occur of the then scheduled Closing Date or seven (7) business days after the expiration of Buyer's Waiver Notice Period, or (ii) terminate this Agreement in which event the Xxxxxxx Money Deposit less the Independent Consideration will be returned to Buyer and the rights and obligations of the parties hereunder shall terminate, except as otherwise expressly set forth in this Agreement. In the event that Buyer fails to deliver a termination notice or a Title Waiver Notice during an applicable Waiver Notice Period, Buyer shall be deemed to have delivered a Title Waiver Notice.

Title and Survey Inspection. Seller shall cause to be delivered to Buyer, with a copy to Seller, a preliminary title report or commitment for title insurance for the Property, together with copies of all documents affecting title referenced therein (the "Title Report"), which Title Report shall be issued by Title Insurer. Buyer may cause to be prepared at Buyer's expense, with a copy to be delivered to Seller, a new or updated ALTA survey of the Property (the "Survey"). 2.6.1 On or prior to the date which is ten (10) days prior to the Approval Date (the "Title Review Deadline"), Buyer shall notify Seller in writing of Buyer's approval or disapproval of the state of title to the Property as reflected in the Title Report and the Survey (collectively, the "State of Title"). Any disapproval of any portion of the State of Title shall identify the objectionable matters set forth in the Title Report and/or the Survey. Failure to timely provide a notice of approval or disapproval of the State of Title as provided above shall be deemed approval thereof and a waiver by Buyer of any objection thereto (other than the Mandatory Cure Items, defined in Section 2.6.3). The term "Permitted Exceptions" shall be defined herein as all matters which have been approved or deemed approved by Buyer in accordance with this Section 2.6.1 and Section 2.6.2 hereof, and those Objectionable Title Matters (as defined in Section 2.6.3) waived or deemed waived by Buyer pursuant to Section 2.6.3 hereof. The general exceptions contained in the Title Report, the liens and encumbrances related to the Loan, the lien of any current real property taxes and assessments not yet due and payable and the rights of parties in possession pursuant to the Leases shall be deemed approved by Buyer and shall therefore constitute Permitted Exceptions. In addition, if Buyer does not obtain the Survey prior to the Title Review Deadline, then Buyer shall be deemed to have approved any exceptions, encroachments, encumbrances or other matters that are disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof as of the Title Review Deadline and such matters shall therefore constitute Permitted Exceptions. 2.6.2 In the event any additional title exceptions (each an "Additional Exception") are reported or discovered by the Title Insurer or Buyer after the date of the Title Report, Buyer shall give Seller written notice of Buyer's objection, if any, to such Additional Exception on or prior to the later of the Title Review Deadline or five (5) business days after receipt of written notice of any such Additional Exception, but in no event later than the then scheduled Closing Date. Buyer shall only be entitled to object to those Additional Exceptions that (a) materially and adversely affect the value of the Property, or title thereto, or Buyer's intended use of the Property, (b) were not caused, created or consented to in writing by Buyer, (c) were not previously reflected in the Title Report, and (d) were not reflected on the Survey (or, if Buyer did not obtain the Survey prior to the Title Review Deadline, not disclosed by Seller’s existing survey delivered to Buyer pursuant to Section 2.5.1(f) hereof). The failure of Buyer to give timely notice of objection to any Additional Exception, which Buyer is entitled to object to within the aforesaid time period shall be deemed approval by Buyer of such Additional Exception and a waiver by Buyer of any objection thereto. Any Additional Exceptions, which Buyer is not entitled to object to, shall be deemed approved by Buyer. 2.6.3 In the event that Buyer delivers to Seller an appropriate written notice of objection pursuant to and in accordance with Section 2.6.1 and/or Section 2.6.2 above (each such expressly disapproved matter identified in any such notice being referenced herein as an "Objectionable Title Matter"), Seller, in its sole discretion, within three (3) days after receipt of Buyer's notice of an Objectionable Title Matter (the "Cure Notice Period"), may advise Buyer in writing whether Seller will attempt to cure such Objectionable Title Matter. In the event that Seller elects to attempt to cure such Objectionable Title Matter, Seller shall have until the then scheduled Closing Date to effectuate such cure; provided, however, if Seller elects to attempt to cure an Additional Exception, the Closing Date shall be automatically extended until Seller completes the cure but in no event shall such extension exceed thirty (30) days after the then scheduled Closing Date. If Seller determines in its sole discretion that it will be unable or unwilling to cure any Objectionable Title Matters which it elected to attempt to cure as provided above, Seller shall deliver written notice thereof to Buyer as soon as such determination is made but in no event later than the then scheduled Closing Date (each a "Notice of Inability to Cure"). Notwithstanding anything to the contrary, Seller shall cure or remove all of the following as of the Closing to the extent such are in effect prior to Closing, by bonding or otherwise (including, without limitation, procuring title insurance over, at Seller's expense) (collectively, the "Mandatory Cure Items"): (i) liens resulting from Seller’s existing financing, (ii) tax liens for delinquent ad valorem real estate taxes; (iiiii) mechanics' liens for services or materials supplied to Seller; (iiiiv) any delinquent utility account for service to the Property (as opposed to tenant utility accounts); and (ivvi) any code enforcement lien. In the event that Seller (a) advises Buyer in writing prior to the expiration of an applicable Cure Notice Period of its election not to cure an Objectionable Title Matter, (b) delivers a Notice of Inability to Cure to Buyer, (c) fails to advise Buyer in writing prior to the expiration of an applicable Cure Notice Period that Seller will attempt to cure an Objectionable Title Matter, or (d) advises Buyer that Seller will attempt to cure an Objectionable Title Matter but fails to do so on or prior to Closing (as such date may be extended in accordance with this Agreement), Buyer shall have the right, in Buyer's sole and absolute discretion, to provide written notice to Seller (the applicable notice deadline below being referred to as the "Waiver Notice Period"), within three (3) days after Buyer's receipt of Seller's written notice for (a) or (b) above, or within three (3) days after the expiration of the applicable Cure Notice Period for (c) above, or on the Closing Date for (d) above, that Buyer elects to either (i) waive the uncured Objectionable Title Matters (other than the Mandatory Cure Items) without any adjustment to the Purchase Price (in each instance, a "Title Waiver Notice") and proceed with the Closing on the later to occur of the then scheduled Closing Date or seven (7) business days after the expiration of Buyer's Waiver Notice Period, or (ii) terminate this Agreement in which event the Xxxxxxx Money Deposit less the Independent Consideration will be returned to Buyer and the rights and obligations of the parties hereunder shall terminate, except as otherwise expressly set forth in this Agreement. In the event that Buyer fails to deliver a termination notice or a Title Waiver Notice during an applicable Waiver Notice Period, Buyer shall be deemed to have delivered a Title Waiver Notice.