Common use of Title and Survey Matters; Objections Clause in Contracts

Title and Survey Matters; Objections. (a) Promptly following the Effective Date, Title Company will deliver to Buyer and Seller a title insurance commitment or preliminary title report showing the status of title to each Site (each, a “Title Commitment”). During the Diligence Period Buyer may also, at Buyer’s expense, obtain a new or updated ALTA survey of a Site performed by a registered surveyor and certified to Buyer, the Title Company, and any other party required by Buyer. Buyer will deliver a copy (which may be a “pdf” or other electronic copy) of any such new Survey to Seller and Title Company promptly after Buyer’s receipt thereof. Any matters disclosed by the Title Commitment or Survey for a Site which are approved, deemed approved, waived, or deemed waived by Buyer pursuant to the terms of this Agreement shall constitute “Permitted Exceptions” with respect to such Site, provided in no event will Seller Required Title Matters be deemed to constitute a Permitted Exception without an express waiver from Buyer. (b) If any exceptions appear on the Title Commitment (or any updates thereto) for a Site, or any encroachments or other title conditions or survey defects are shown on the Survey (or any updates thereto) for a Site, that are not acceptable to Buyer (in Buyer’s sole but reasonable discretion), Buyer will provide a written notice to Seller and Title Company of such unacceptable matters affecting such Site (“Title Objection Matters”) not later than the later of (i) the expiration of the Diligence Period or (ii) as to any update to any Title Commitment or Survey which reveals a Title Objection Matter not revealed in any prior version of the Title Commitment or Survey corresponding to such Site and as to any Title Commitment or Survey first received for a Site after the Effective Date, five (5) Business Days following the receipt of such update or Title Commitment or Survey (each, a “Buyer Title Notice”); provided, in the event that Buyer receives any such update less than five (5) Business Days prior to the applicable Closing Date, at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period to review. Unless timely objected to in writing by Buyer as Title Objection Matters as provided above, all matters disclosed by the Title Commitment or Survey (or any updates thereto) for a Site, whether prior to or following the expiration of the Diligence Period, shall be deemed to constitute Permitted Exceptions for such Site; provided, that no Seller Required Title Matter shall constitute a Permitted Exception without an express waiver from Buyer. Agreement of Purchase and Sale CMFT Portfolio 24 (c) Except as expressly provided in Section 2.2(e) below as to Seller Required Title Matters, Seller will have no obligation to bring any action or proceeding, incur any expense, or otherwise take any action whatsoever to cure, remove or otherwise address any Title Objection Matters. Within five (5) days of receiving a Buyer Title Notice (with any Closing being adjourned on a day-for-day basis as necessary to afford Seller such five (5) day response period), Seller may send a notice to Buyer (the “Seller Response”) in which it elects to (i) cure or attempt to cure any Title Objection Matters, or (ii) not cure or attempt to cure such Title Objection Matters. The failure of Seller to provide a Seller Response to Buyer within such five (5) day period shall be deemed to mean that Seller does not elect to cure or attempt to cure any Title Objection Matters for that Site. Seller may use any portion of the Purchase Price being paid at Closing to cure or remove any Title Objection Matters that Seller has agreed to cure or remove, provided the Title Company must thereupon either remove such Title Objection Matter as an exception to title or “cure” such Title Objection Matter by affirmatively insuring over or providing such other coverage as may be reasonably acceptable to Buyer with respect to such Title Objection Matter (which affirmative insurance or other coverage shall be paid for by Seller). A Title Objection Matter that is not completely removed as an exception to title but has been cured as required above will, as so cured, be a Permitted Exception. Seller will be entitled to extend the original Closing Date for any Site with respect to which Seller elects to cure or remove any Title Objection Matters (including for this purpose any Seller Required Title Cure Items as defined in Section 2.2(e) below) for up to thirty (30) days in the aggregate if reasonably needed to effect the cure or removal thereof, and if so elected such Site will be treated as a Delayed Closing Site pursuant to Section 5.1 below. If Seller expressly agrees to cure or attempt to cure any Title Objection Matters for a Site (excluding for this purpose any Seller Required Title Cure Items) but fails to achieve such cure at least five (5) days prior to the Closing Date (as may be so extended) applicable to such Site (unless Seller will effect such cure by a payment of money at the subject Closing), Buyer will, as its sole and exclusive remedy for such failure, elect prior to such Closing Date to either (i) waive any such uncured Title Objection Matters and proceed to Closing on such Site, or (ii) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. (d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than the later of (i) ten (10) days following the expiration of the Diligence Period and (ii) five (5) days after receipt of the applicable Seller Response (or expiration of the period for Seller to provide such Seller Response) (provided, in the event that any Seller Response is given or due to be given fewer than five (5) days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) day period), either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response, Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters. Agreement of Purchase and Sale CMFT Portfolio 25 (e) Notwithstanding the foregoing provisions of this Section, prior to or at the Closing of each Site Seller will, subject to the provisions of this Section 2.2(e), (i) cure or remove the Seller Required Title Cure Items (as such term is defined below) (and Buyer shall endeavor to identify on a separate written list each such item that is a Seller Required Title Cure Item not later than the end of the Diligence Period or, with respect to any such Seller Required Title Cure Item that appears in an updated Title Commitment or Survey received after the end of the Diligence Period, within five (5) Business Days after receipt of such update; provided, that a failure by Buyer to identify any Seller Required Title Cure Item shall not be deemed a waiver by Buyer thereof or of Buyer’s rights and remedies with respect thereto), and (ii) deliver to Title Company Seller’s form of “Owner’s Certification” regarding work performed and other customary matters applicable to such Site in substantially the form attached as Exhibit A to this Agreement, which Title Company has confirmed is sufficient to remove such “standard printed exceptions” as may be removed from a title policy by such an undertaking, and which may (to the extent acceptable to Title Company) be undertaken in one or more such documents applicable to one or more Sites. For purposes of this Section, “Seller Required Title Cure Items” means the following items: (v) tax liens encumbering the Real Property of any Site, (w) judgment liens against Seller, (x) the lien of any mortgage encumbering a Site or any portion thereof, specifically excluding any Mortgage that relates to a Loan Site for which Buyer has obtained a Loan Assumption Approval as provided in Section 1.9 above, and subject to the provisions of Section 1.9 addressing the Parties’ respective obligations regarding any Prepayment; (y) mechanics’ liens filed with respect to work performed at a Site pursuant to a written agreement directly between the lien claimant and the applicable Selling Entity (or any Affiliate thereof or any Person authorized to act on such Selling Entity’s behalf pursuant to a Property Management Agreement); and (z) other monetary liens filed against the Real Property of such Site and caused solely by the acts or omissions of Seller, excluding specifically any such liens arising from or relating to obligations for which the Tenant of the Site is responsible under its Lease; provided, that Seller is not obligated under clause (z) to expend any more than (i) as to any single Site, the lesser of (1) two and one-half percent (2.5%) of the Allocated Purchase Price and (2) $500,000.00 and (ii) in the aggregate, $10,000,000.00 for all Sites to cure or remove such liens (the “Seller Required Cure Cap”). The obligations of Seller pursuant to this Section 2.2(e) are referred to as the “Seller Required Title Matters.” Seller shall be required to cure Seller Required Title Matters as provided for herein, including by utilizing Purchase Price Proceeds at Closing, and failing to do so shall, subject to Seller’s notice and cure rights, be deemed a breach of this Agreement. Notwithstanding the foregoing, in the event any Seller Required Title Matter is not cured by Seller due to the fact that such cure would result in the Seller Required Cure Cap being exceeded, then within five (5) Business Days after receiving Seller’s notice that Seller will not cure any Seller Required Title Matters due to the fact that effecting such cure would result in the Seller Required Cure Cap being exceeded, as to each Site burdened by Seller Required Title Matters that will not be cured, Buyer will elect by written notice to Seller to either (A) proceed to Closing on the affected Site, or (B) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. Agreement of Purchase and Sale CMFT Portfolio 26

Title and Survey Matters; Objections. (a) Promptly following Prior to the Effective Date, Seller obtained from Title Company will deliver and made available to Buyer and as part of the Seller Deliveries a title insurance commitment or preliminary title report showing the status of title to each Site (eachcollectively, a the “Title Commitment”). During the Diligence Period Buyer may also, at Buyer’s expense, obtain a new or updated ALTA survey of a Site performed by a registered surveyor and certified to Buyer, Buyer and the Title Company, and any other party required by Buyer. Buyer will deliver or e-mail a copy (which may be a “pdf” or other electronic copy) of the current version of any such new Survey to Seller and Title Company promptly after Buyer’s receipt thereof. Any matters disclosed by the Title Commitment or Survey for a Site which are approved, deemed approved, waived, or deemed waived by Buyer Agreement of Purchase and Sale National Credit Industrial Portfolio 35659245v1 pursuant to the terms of this Agreement shall constitute “Permitted Exceptions.” with respect to such SiteNotwithstanding the foregoing, provided in no event will Seller Required Title Matters all of the Leases shall be deemed to constitute a considered Permitted Exception without an express waiver from BuyerExceptions. (b) If any exceptions appear on the Title Commitment (or any updates thereto) for a SiteCommitment, or any encroachments or other title conditions or survey defects are shown on the Survey (or any updates thereto) for a SiteSurvey, that are not acceptable to Buyer, as determined by Buyer (in Buyer’s its sole but reasonable and absolute discretion), Buyer will provide a written notice to Seller and Title Company of such unacceptable matters affecting such Site (“Title Objection Matters”) not later than five (5) Business Days before the later end of (i) the Diligence Period. In addition, Buyer will have the right to notify Seller and Title Company of any additional Title Objection Matters that first appear on any updates to the Title Commitment or Survey issued after the expiration of the Diligence Period or and that materially and adversely impact the Property (iia “Post-Diligence Title Defect”), so long as any such additional objection (i) as to any update to any Title Commitment or Survey which reveals a Title Objection Matter not revealed in any prior version of the Title Commitment or Survey corresponding to such Site and as to any Title Commitment or Survey first received for a Site after the Effective Date, is made by Buyer within five (5) Business Days following after Buyer receives the receipt of such update or updated Title Commitment or Survey adding such new matter for a Site (each, a “Buyer Title Notice”); providedbut, in the event that Buyer receives any such update less than five (5) Business Days event, prior to the applicable Closing Date), at and (ii) includes Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit estimated calculation of the entirety expected reduction in fair market value of the affected Site caused by such five Post-Diligence Title Defect. In addition, Buyer shall provide Seller with such supporting documentation and information concerning any Post-Diligence Title Defect as Seller may reasonably request, to the extent such documentation or information is in Buyer’s reasonable possession or control. For purposes of the preceding sentence, any new Title Objection Matters will be deemed to materially and adversely impact the Property if Buyer reasonably determines that such new Title Objection Matters would reasonably be expected to reduce the fair market value of the affected Site by an amount in excess of the greater of (5X) Business Day period the Threshold Amount, or (Y) one percent (1.0%) of the allocated portion of the Purchase Price applicable to reviewthe affected Site, individually or in the aggregate. Unless timely objected to in writing by Buyer as Title Objection Matters as provided above, all matters disclosed by the Title Commitment or Survey (or any updates thereto) for a Site, whether prior to or following the expiration of the Diligence Period, shall be deemed to constitute Permitted Exceptions for Exceptions. (c) Seller may elect (but is not obligated) to cure or attempt to cure any Title Objection Matters, and Seller will notify Buyer in writing within five (5) Business Days after Seller receives Buyer’s notice of Title Objection Matters if Seller elects to cure any of such Siteobjections; provided, that however, Seller shall be obligated to cure and discharge all Monetary Encumbrances at or prior to the Closing regardless of whether or not Buyer objects to the same as Title Objection Matters. If neither Seller nor Title Company elects within such period to cure the Title Objection Matters, then within five (5) Business Days thereafter (but in any event prior to the Closing Date), Buyer will elect to either (i) terminate this Agreement, in which event Escrow Agent will return the Deposit to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination, or (ii) waive any uncured Title Objection Matters and proceed to Closing; provided, however, in the event Buyer elects to terminate this Agreement pursuant to clause (i) of this sentence, Seller Required may nullify such election by agreeing (in Seller’s sole and absolute discretion) to pay to Buyer, as a credit against the Purchase Price at Closing, the expected reduction in fair market value caused by any Post-Diligence Title Matter Defect(s) as set forth in Buyer’s notice of additional Title Objection Matters; provided, however, Seller shall not have any right to provide such a credit in excess of the greater of (X) Five Hundred Thousand and 00/100ths Dollars ($500,000.00), or (Y) five percent (5.0%) of the allocated portion of the Purchase Price applicable to the affected Site, individually or in the aggregate for all such Title Objection Matters affecting such Site, without Buyer’s prior written consent, which consent may be granted or withheld by Buyer in its sole and absolute discretion. Failure of Buyer to respond in writing within such five-Business Day period shall be deemed an election by Buyer to waive any uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Exception without an express waiver from BuyerExceptions. Agreement of Purchase and Sale CMFT National Credit Industrial Portfolio 2435659245v1 (cd) Except as expressly provided in Section 2.2(e) below as to Seller Required Title Matters, Seller will have has no obligation to bring any action or proceeding, proceeding or incur any expense, or otherwise take any action whatsoever expense to cure, remove or otherwise address any Title Objection Matters. Within five Matter (5) days of receiving a Buyer Title Notice (with any Closing being adjourned on a day-for-day basis as necessary to afford Seller such five (5) day response periodother than Monetary Encumbrances), Seller may send a notice to Buyer (the “Seller Response”) in which it elects to (i) cure or attempt to cure any Title Objection Matters, or (ii) not cure or attempt to cure such Title Objection Matters. The failure of Seller to provide a Seller Response to Buyer within such five (5) day period shall be deemed to mean that Seller does not elect to cure or attempt to cure any Title Objection Matters for that Site. Seller may use any portion of the Purchase Price being paid at Closing to cure or remove any Monetary Encumbrances and/or other Title Objection Matters that Seller has agreed to cure or remove, provided the Title Company must thereupon either remove such Title Objection Matter as an exception to title or “cure” such Monetary Encumbrance or other Title Objection Matter by affirmatively insuring over or providing such other coverage as may be reasonably acceptable to Buyer with respect to such Title Objection Matter Matter. Seller will be entitled to a reasonable extension of the Closing Date (which affirmative insurance not to exceed thirty (30) days) for the cure or other coverage shall be paid for by Seller)removal of any Title Objection Matters that Seller elects to cure or remove. A For purposes of this Section, a Title Objection Matter that is not completely removed as an exception to title but has been cured as required above will, as so cured, be a Permitted Exception. Seller will be entitled to extend the original Closing Date for any Site with respect to which Seller elects to cure or remove any Title Objection Matters (including for this purpose any Seller Required Title Cure Items as defined in Section 2.2(e) below) for up to thirty (30) days in the aggregate if reasonably needed to effect the cure or removal thereof, and if so elected such Site will be treated as a Delayed Closing Site pursuant to Section 5.1 below. If Seller expressly agrees to cure or attempt to cure any Title Objection Matters for a Site (excluding for this purpose any Seller Required Title Cure Items) but fails to achieve such cure at least five (5) days prior to the Closing Date (as may be so extended) applicable to such Site (unless Seller will effect such cure by a payment of money at the subject Closing), Buyer will, as its sole and exclusive remedy for such failure, elect prior to such Closing Date to either (i) waive any such uncured Title Objection Matters and proceed to Closing on such Site, or (ii) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. (d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than the later of (i) ten (10) days following the expiration of the Diligence Period and (ii) five (5) days after receipt of the applicable Seller Response (or expiration of the period for Seller to provide such Seller Response) (provided, in the event that any Seller Response is given or due to be given fewer than five (5) days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) day period), either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response, Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters. Agreement of Purchase and Sale CMFT Portfolio 25 (e) Notwithstanding the foregoing provisions of this Section, prior to or at the Closing of each Site Seller will, subject to the provisions of this Section 2.2(e), (i) cure or remove the Seller Required Title Cure Items (as such term is defined below) (and Buyer shall endeavor to identify on a separate written list each such item that is a Seller Required Title Cure Item not later than the end of the Diligence Period or, with respect to any such Seller Required Title Cure Item that appears in an updated Title Commitment or Survey received after the end of the Diligence Period, within five (5) Business Days after receipt of such update; provided, that a failure by Buyer to identify any Seller Required Title Cure Item shall not be deemed a waiver by Buyer thereof or of Buyer’s rights and remedies with respect thereto), and (ii) deliver to Title Company Seller’s form of “Owner’s Certification” regarding work performed and other customary matters applicable to such Site in substantially the form attached as Exhibit A to this Agreement, which Title Company has confirmed is sufficient to remove such “standard printed exceptions” as may be removed from a title policy by such an undertaking, and which may (to the extent acceptable to Title Company) be undertaken in one or more such documents applicable to one or more Sites. For purposes of this Section, “Seller Required Title Cure Items” means the following items: (v) tax liens encumbering the Real Property of any Site, (w) judgment liens against Seller, (x) the lien of any mortgage encumbering a Site or any portion thereof, specifically excluding any Mortgage that relates to a Loan Site for which Buyer has obtained a Loan Assumption Approval as provided in Section 1.9 above, and subject to the provisions of Section 1.9 addressing the Parties’ respective obligations regarding any Prepayment; (y) mechanics’ liens filed with respect to work performed at a Site pursuant to a written agreement directly between the lien claimant and the applicable Selling Entity (or any Affiliate thereof or any Person authorized to act on such Selling Entity’s behalf pursuant to a Property Management Agreement); and (z) other monetary liens filed against the Real Property of such Site and caused solely by the acts or omissions of Seller, excluding specifically any such liens arising from or relating to obligations for which the Tenant of the Site is responsible under its Lease; provided, that Seller is not obligated under clause (z) to expend any more than (i) as to any single Site, the lesser of (1) two and one-half percent (2.5%) of the Allocated Purchase Price and (2) $500,000.00 and (ii) in the aggregate, $10,000,000.00 for all Sites to cure or remove such liens (the “Seller Required Cure Cap”). The obligations of Seller pursuant to this Section 2.2(e) are referred to as the “Seller Required Title Matters.” Seller shall be required to cure Seller Required Title Matters as provided for herein, including by utilizing Purchase Price Proceeds at Closing, and failing to do so shall, subject to Seller’s notice and cure rights, be deemed a breach of this Agreement. Notwithstanding the foregoing, in the event any Seller Required Title Matter is not cured by Seller due to the fact that such cure would result in the Seller Required Cure Cap being exceeded, then within five (5) Business Days after receiving Seller’s notice that Seller will not cure any Seller Required Title Matters due to the fact that effecting such cure would result in the Seller Required Cure Cap being exceeded, as to each Site burdened by Seller Required Title Matters that will not be cured, Buyer will elect by written notice to Seller to either (A) proceed to Closing on the affected Site, or (B) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. Agreement of Purchase and Sale CMFT Portfolio 26

Title and Survey Matters; Objections. (a) Promptly following the Effective Date, Title Company will deliver to Buyer and Seller a title insurance commitment or preliminary title report showing the status of title to each Site (each, a “Title Commitment”). During the Diligence Period Buyer may also, at Buyer’s expense, obtain a new or updated ALTA survey of a Site performed by a registered surveyor and certified to Buyer, the Title Company, and any other party required by Buyer. Buyer will deliver a copy (which may be a “pdf” or other electronic copy) of any such new Survey to Seller and Title Company promptly after Buyer’s receipt thereof. Any matters disclosed by the Title Commitment or Survey for a Site which are approved, deemed approved, waived, or deemed waived by Buyer pursuant to the terms of this Agreement shall constitute “Permitted Exceptions” with respect to such Site, provided in no event will Seller Required Title Matters be deemed to constitute a Permitted Exception without an express waiver from Buyer. (b) If any exceptions appear on the Title Commitment (or any updates thereto) for a Site, or any encroachments or other title conditions or survey defects are shown on the Survey (or any updates thereto) for a Site, that are not acceptable to Buyer (in Buyer’s sole but reasonable discretion), Buyer will provide a written notice to Seller and Title Company of such unacceptable matters affecting such Site (“Title Objection Matters”) not later than the later of of (i) the expiration of the Diligence Period or (ii) as to any update to any Title Commitment or Survey which reveals a Title Objection Matter not revealed in any prior version of the Title Commitment or Survey corresponding to such Site and as to any Title Commitment or Survey first received for a Site after the Effective Date, five (5) Business Days following the receipt of such update or Title Commitment or Survey (each, a “Buyer Title Notice”); provided, in the event that Buyer receives any such update less than five (5) Business Days prior to the applicable Closing Date, at Buyer’s election such Closing Date shall be adjourned on a day-for-for- day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period to review. Unless timely objected to in writing by Buyer as Title Objection Matters as provided above, all matters disclosed by the Title Commitment or Survey (or any updates thereto) for a Site, whether prior to or following the expiration of the Diligence Period, shall be deemed to constitute Permitted Exceptions for such Site; provided, that no Seller Required Title Matter shall constitute a Permitted Exception without an express waiver from Buyer. Agreement of Purchase and Sale CMFT Portfolio 24. (c) Except as expressly provided in Section 2.2(e) below as to Seller Required Title Matters, Seller will have no obligation to bring any action or proceeding, incur any expense, or otherwise take any action whatsoever to cure, remove or otherwise address any Title Objection Matters. Within five (5) days of receiving a Buyer Title Notice (with any Closing being adjourned on a day-for-day basis as necessary to afford Seller such five (5) day response period), Seller may send a notice to Buyer (the “Seller Response”) in which it elects to (i) cure or attempt to cure any Title Objection Matters, or (ii) not cure or attempt to cure such Title Objection Matters. The failure of Seller to provide a Seller Response to Buyer within such five (5) day period shall be deemed to mean that Seller does not elect to cure or attempt to cure any Title Objection Matters for that Site. Seller may use any portion of the Purchase Price being paid at Closing to cure or remove any Title Objection Matters that Seller has agreed to cure or remove, provided the Title Company must thereupon either remove such Title Objection Matter as an exception to title or “cure” such Title Objection Matter by affirmatively insuring over or providing such other coverage as may be reasonably acceptable to Buyer with respect to such Title Objection Matter (which affirmative insurance or other coverage shall be paid for by Seller). A Title Objection Matter that is not completely removed as an exception to title but has been cured as required above will, as so cured, be a Permitted Exception. Seller will be entitled to extend the original Closing Date for any Site with respect to which Seller elects to cure or remove any Title Objection Matters (including for this purpose any Seller Required Title Cure Items as defined in Section 2.2(e) below) for up to thirty (30) days in the aggregate if reasonably needed to effect the cure or removal thereof, and if so elected such Site will be treated as a Delayed Closing Site pursuant to Section 5.1 below. If Seller expressly agrees to cure or attempt to cure any Title Objection Matters for a Site (excluding for this purpose any Seller Required Title Cure Items) but fails to achieve such cure at least five (5) days prior to the Closing Date (as may be so extended) applicable to such Site (unless Seller will effect such cure by a payment of money at the subject Closing), Buyer will, as its sole and exclusive remedy for such failure, elect prior to such Closing Date to either (i) waive any such uncured Title Objection Matters and proceed to Closing on such Site, or (ii) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. (d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than the later of (i) ten (10) days following the expiration of the Diligence Period and (ii) five (5) days after receipt of the applicable Seller Response (or expiration of the period for Seller to provide such Seller Response) (provided, in the event that any Seller Response is given or due to be given fewer than five (5) days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) day period), either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response, Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters. Agreement of Purchase and Sale CMFT Portfolio 25. (e) Notwithstanding the foregoing provisions of this Section, prior to or at the Closing of each Site Seller will, subject to the provisions of this Section 2.2(e), (i) cure or remove the Seller Required Title Cure Items (as such term is defined below) (and Buyer shall endeavor to identify on a separate written list each such item that is a Seller Required Title Cure Item not later than the end of the Diligence Period or, with respect to any such Seller Required Title Cure Item that appears in an updated Title Commitment or Survey received after the end of the Diligence Period, within five (5) Business Days after receipt of such update; provided, that a failure by Buyer to identify any Seller Required Title Cure Item shall not be deemed a waiver by Buyer thereof or of Buyer’s rights and remedies with respect thereto), and (ii) deliver to Title Company Seller’s form of “Owner’s Certification” regarding work performed and other customary matters applicable to such Site in substantially the form attached as Exhibit A to this Agreement, which Title Company has confirmed is sufficient to remove such “standard printed exceptions” as may be removed from a title policy by such an undertaking, and which may (to the extent acceptable to Title Company) be undertaken in one or more such documents applicable to one or more Sites. For purposes of this Section, “Seller Required Title Cure Items” means the following items: (v) tax liens encumbering the Real Property of any Site, (w) judgment liens against Seller, (x) the lien of any mortgage encumbering a Site or any portion thereof, specifically excluding any Mortgage that relates to a Loan Site for which Buyer has obtained a Loan Assumption Approval as provided in Section 1.9 above, and subject to the provisions of Section 1.9 addressing the Parties’ respective obligations regarding any Prepayment; (y) mechanics’ liens filed with respect to work performed at a Site pursuant to a written agreement directly between the lien claimant and the applicable Selling Entity (or any Affiliate thereof or any Person authorized to act on such Selling Entity’s behalf pursuant to a Property Management Agreement); and (z) other monetary liens filed against the Real Property of such Site and caused solely by the acts or omissions of Seller, excluding specifically any such liens arising from or relating to obligations for which the Tenant of the Site is responsible under its Lease; provided, that Seller is not obligated under clause (z) to expend any more than (i) as to any single Site, the lesser of (1) two and one-half percent (2.5%) of the Allocated Purchase Price and (2) $500,000.00 and (ii) in the aggregate, $10,000,000.00 for all Sites to cure or remove such liens (the “Seller Required Cure Cap”). The obligations of Seller pursuant to this Section 2.2(e) are referred to as the “Seller Required Title Matters.” Seller shall be required to cure Seller Required Title Matters as provided for herein, including by utilizing Purchase Price Proceeds at Closing, and failing to do so shall, subject to Seller’s notice and cure rights, be deemed a breach of this Agreement. Notwithstanding the foregoing, in the event any Seller Required Title Matter is not cured by Seller due to the fact that such cure would result in the Seller Required Cure Cap being exceeded, then within five (5) Business Days after receiving Seller’s notice that Seller will not cure any Seller Required Title Matters due to the fact that effecting such cure would result in the Seller Required Cure Cap being exceeded, as to each Site burdened by Seller Required Title Matters that will not be cured, Buyer will elect by written notice to Seller to either (A) proceed to Closing on the affected Site, or (B) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. Agreement of Purchase and Sale CMFT Portfolio 26.

Title and Survey Matters; Objections. (a) Promptly following the Effective Date, Title Company will deliver to Buyer and Seller a title insurance commitment or preliminary title report showing the status of title to each Site (each, a “Title Commitment”). During the Diligence Period Buyer may also, at Buyer’s expense, obtain Agreement of Purchase and Sale Coyote Portfolio a new or updated ALTA survey of a Site performed by a registered surveyor and certified to Buyer, the Title Company, and any other party required by Buyer. Buyer will deliver a copy (which may be a “pdf” or other electronic copy) of any such new Survey to Seller and Title Company promptly after Buyer’s receipt thereof. Any matters disclosed by the Title Commitment or Survey for a Site which are approved, deemed approved, waived, or deemed waived by Buyer pursuant to the terms of this Agreement shall constitute “Permitted Exceptions” with respect to such Site, provided in no event will Seller Required Title Matters be deemed to constitute a Permitted Exception without an express waiver from Buyer. (b) If any exceptions appear on the Title Commitment (or any updates thereto) for a Site, or any encroachments or other title conditions or survey defects are shown on the Survey (or any updates thereto) for a Site, that are not acceptable to Buyer (in Buyer’s sole but reasonable discretion), Buyer will provide a written notice to Seller and Title Company of such unacceptable matters affecting such Site (“Title Objection Matters”) not later than the later of (i) prior to the expiration of the Diligence Period or (ii) as to any update to any Title Commitment or Survey which reveals a Title Objection Matter not revealed in any prior version of the Title Commitment or Survey corresponding to such Site and as to any Title Commitment or Survey first received for a Site after the Effective Date, five (5) Business Days following the receipt of such update or Title Commitment or Survey (each, a “Buyer Title Notice”); provided, in the event that Buyer receives any such update less than five (5) Business Days prior to the applicable Closing Date, at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period to review. Unless timely objected to in writing by Buyer as Title Objection Matters as provided above, all matters disclosed by the Title Commitment or Survey (or any updates thereto) for a Site, whether prior to or following the expiration of the Diligence Period, shall be deemed to constitute Permitted Exceptions for such Site; provided, that no Seller Required Title Matter shall constitute a Permitted Exception without an express waiver from Buyer. Agreement of Purchase and Sale CMFT Portfolio 24. (c) Except as expressly provided in Section 2.2(e) below as to Seller Required Title Matters, Seller will have no obligation to bring any action or proceeding, incur any expense, or otherwise take any action whatsoever to cure, remove or otherwise address any Title Objection Matters. Within five (5) days of receiving a Buyer Title Notice (with any Closing being adjourned on a day-for-day basis as necessary to afford Seller such five (5) day response period), Seller may send a notice elect (but is not obligated) to Buyer (the “Seller Response”) in which it elects to (i) cure or attempt to cure any Title Objection Matters, or and Seller will notify Buyer not later than ten (ii10) not Business Days after receiving a Buyer Title Notice if Seller elects to cure or attempt to cure any of such Title Objection MattersMatters (a “Seller Title Response”). The failure of Seller to provide a Seller Response notice to Buyer within such five (5) day period shall that Seller elects to cure or attempt to cure any Title Objection Matters for a Site will be deemed to mean that Seller does not elect to cure or attempt to cure any Title Objection Matters for that Site. Seller may use any portion of the Purchase Price being paid at Closing to cure or remove any Title Objection Matters that Seller has agreed to cure or remove, provided the Title Company must thereupon either remove such Title Objection Matter as an exception to title or “cure” such Title Objection Matter by affirmatively insuring over or providing such other coverage as may be reasonably acceptable to Buyer with respect to such Title Objection Matter (which affirmative insurance or other coverage shall be paid for by Seller)Matter. A Title Objection Matter that is not completely removed as an exception to title but has been cured as required above will, as so cured, be a Permitted Exception. Seller will be entitled to extend the original Closing Date for any Site with respect to which Seller elects to cure or remove any Title Objection Matters (including for this purpose any Seller Required Title Cure Items as defined in Section 2.2(e) below) for up to thirty (30) days in the aggregate if reasonably needed to effect the cure or removal thereof, and if so elected such Site will be treated as a Delayed Closing Site pursuant to Section 5.1 below. If Seller expressly agrees to cure or attempt to cure any Title Objection Matters for a Site (excluding including for this purpose any Seller Required Title Cure Items) but fails to achieve such cure at least five (5) days Business Days prior to the Closing Date (as may be so extended) applicable to such Site (unless Seller will effect such cure by a payment of money at the subject Closing), Buyer will, as its sole and exclusive remedy for such failure, elect prior to such Closing Date to either (i) waive any such uncured Title Objection Matters and proceed to Closing on such Site, or (ii) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. (d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and or (ii) Seller has not (or is deemed to have not) elected in a Seller Title Response to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Agreement of Purchase and Sale Coyote Portfolio Seller not later than the later of (i) ten (10) days following Business Days after the expiration of the Diligence Period and (ii) five (5) days after receipt of the applicable Seller Response (or expiration of the period for Seller to provide such Seller Response) (provided, in the event that any Seller Response is given or due to be given fewer than five (5) days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) day period)Period, either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice list not more than twenty-five (25) Sites for which Buyer is not willing to Seller identifying the Sites affected by such proceed to Closing as a result of material uncured Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x))Matters, which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten fifteen (1015) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Responsenotice, some or all of the Title Objection Matters in on Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above above; (B) designate some or all of the Sites listed on Buyer’s Critical Title Notice as Supplemental Excluded Sites pursuant to Section 1.6; or (BC) decline to provide any action or remedy for some or all of the Title Objection Matters in on Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response, Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,00010,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,00010,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters. Agreement of Purchase and Sale CMFT Portfolio 25. (e) Notwithstanding the foregoing provisions of this Section, prior to or at the Closing of each Site Seller will, subject to the provisions of this Section 2.2(e), (i) cure or remove the Seller Required Title Cure Items (as such term is defined below) (and that are expressly identified by Buyer shall endeavor to identify on a separate written list detailing each such item that is a delivered by Buyer to Seller Required Title Cure Item not later than the end of the Diligence Period or, with respect to any such Seller Required Title Cure Item that appears in an updated Title Commitment or Survey received after the end of the Diligence Period, within five (5) Business Days after receipt the end of such update; provided, that a failure by Buyer to identify any Seller the Diligence Period (“Buyer’s Required Title Cure Item shall not be deemed a waiver by Buyer thereof or of Buyer’s rights and remedies with respect theretoNotice”), and (ii) deliver to Title Company Seller’s form of “Owner’s Certification” regarding work performed and other customary matters applicable to such Site in substantially the form attached as Exhibit A to this Agreement, which Title Company has confirmed is sufficient to remove such “standard printed exceptions” as may be removed from a title policy by such an undertaking, and which may (to the extent acceptable to Title Company) be undertaken in one or more such documents applicable to one or more Sites. For purposes of this Section, “Seller Required Title Cure Items” means the following items, to the extent timely noticed by Buyer as provided above: (v) tax liens encumbering the Real Property of any Site, (w) judgment liens against Seller, (x) the lien of any mortgage Mortgage encumbering a Site or any portion thereofSite, specifically excluding any Mortgage that relates to a Loan Site for which Buyer has obtained a Loan Assumption Approval as provided in Section 1.9 above, and subject to the provisions of Section 1.9 addressing the Parties’ respective obligations regarding any Prepayment; (y) mechanics’ liens filed with respect to work performed at a Site pursuant to a written agreement directly between the lien claimant and the applicable Selling Entity (or any Affiliate thereof or any Person authorized to act on such Selling Entity’s behalf pursuant to a Property Management Agreement)Seller; and (z) other monetary liens filed against the Real Property of such Site and caused solely by the acts or omissions of Seller, Seller (and excluding specifically but without limitation any such liens arising from or relating to obligations for Agreement of Purchase and Sale Coyote Portfolio which the Tenant of the Site is responsible under its Lease); provided, that Seller is not obligated under clause (z) to expend any more than (i) as to $100,000 for any single Site, the lesser Site or an aggregate of (1) two and one-half percent (2.5%) of the Allocated Purchase Price and (2) $500,000.00 and (ii) in the aggregate, $10,000,000.00 10,000,000 for all Sites to cure or remove such liens (liens. In the “event Seller Required Cure Cap”)elects under the final clause of the immediately preceding sentence to not cure or remove such a lien, the applicable Site shall be designated as a Supplemental Excluded Site pursuant to Section 1.6. The obligations of Seller pursuant to this Section 2.2(e) are may be referred to as the “Seller Required Title Matters.” Seller shall be required to cure Seller Required Title Matters as provided for herein, including by utilizing Purchase Price Proceeds at Closing, and failing to do so shall, subject to Seller’s notice and cure rights, be deemed a breach of this Agreement. Notwithstanding the foregoing, in the event any Seller Required Title Matter is not cured by Seller due to the fact that such cure would result in the Seller Required Cure Cap being exceeded, then within five (5) Business Days after receiving Seller’s notice that Seller will not cure any Seller Required Title Matters due to the fact that effecting such cure would result in the Seller Required Cure Cap being exceeded, as to each Site burdened by Seller Required Title Matters that will not be cured, Buyer will elect by written notice to Seller to either (A) proceed to Closing on the affected Site, or (B) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. Agreement of Purchase and Sale CMFT Portfolio 26”

Title and Survey Matters; Objections. (a) Promptly following the Effective Date, Title Company will deliver to Buyer and Seller a an ALTA title insurance commitment or preliminary title report showing the status of title to each Site (each, a “Title Commitment”). During the Diligence Period Buyer may also, at Buyer’s expense, obtain a new or updated ALTA survey of a Site performed by a registered surveyor and certified to Buyer, the Title Company, and any other party required by Buyer. Buyer will deliver a copy (which may be a “pdf” or other electronic copy) of any such new Survey to Seller and Title Company promptly after BuyerXxxxx’s receipt thereof. Any matters disclosed by the Title Commitment or Survey for a Site which are approved, deemed approved, waived, or deemed waived by Buyer pursuant to the terms of this Agreement shall constitute “Permitted Exceptions” with respect to such Site, provided in no event will Seller Required Title Matters be deemed to constitute a Permitted Exception without an express waiver from Buyer. (b) If any exceptions appear on the Title Commitment (or any updates thereto) for a Site, or any encroachments or other title conditions or survey defects are shown on the Survey (or any updates thereto) for a Site, that are not acceptable to Buyer (in Buyer’s sole but reasonable discretion), Buyer will provide a written notice to Seller and Title Company of such unacceptable matters affecting such Site (“Title Objection Matters”) not later than the later of (i) prior to the expiration of the Diligence Period or (ii) as to any update to any Title Commitment or Survey which reveals a Title Objection Matter not revealed in any prior version of the Title Commitment or Survey corresponding to such Site and as to any Title Commitment or Survey first received for a Site after the Effective Date, five (5) Business Days following the receipt of such update or Title Commitment or Survey (each, a “Buyer Title Notice”); provided. In addition, in Buyer will have the event right to notify Seller and Title Company of any additional Title Objection Matters that Buyer receives first appear on any updates to the Title Commitment issued after the expiration of the Diligence Period and that materially and adversely impact the Property, so long as any such update less than additional objection is made by Buyer within five (5) Business Days days after Xxxxx receives the updated Title Commitment adding such new matter for a Site (but, in any event, prior to the applicable Closing Date, at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) Business Day period to review). Unless timely objected to in writing by Buyer Xxxxx as Title Objection Matters as provided above, all matters disclosed by the Title Commitment or Survey (or any updates thereto) for a Site, whether prior to or following the expiration of the Diligence Period, shall be deemed to constitute Permitted Exceptions for such Site; provided, that no Seller Required Title Matter shall constitute a Permitted Exception without an express waiver from Buyer. Agreement of Purchase and Sale CMFT Portfolio 24. (c) Except as expressly provided in Section 2.2(e2.2(d) below as to Seller Required Title Matters, Seller will have no obligation to bring any action or proceeding, incur any expense, or otherwise take any action whatsoever to cure, remove or otherwise address any Title Objection Matters. Within five (5) days of receiving a Buyer Title Notice (with any Closing being adjourned on a day-for-day basis as necessary to afford Seller such five (5) day response period), Seller may send a notice elect (but is not obligated) to Buyer (the “Seller Response”) in which it elects to (i) cure or attempt to cure any Title Objection Matters, or and Seller will notify Buyer not later than five (ii5) not Business Days after receiving a Buyer Title Notice if Seller elects to cure or attempt to cure any of such Title Objection MattersMatters (a “Seller Title Response”). The failure of Seller to provide a Seller Title Response to Buyer within such five (5) day period shall that Seller elects to cure or attempt to cure any Title Objection Matters for a Site will be deemed to mean that Seller does not elect to cure or attempt to cure any Title Objection Matters for that Site. Seller may use any portion of the Purchase Price being paid at Closing to cure or remove any Title Objection Matters that Seller has agreed to cure or remove, provided the Title Company must thereupon either remove such Title Objection Matter as an exception to title or “cure” such Title Objection Matter by affirmatively insuring over or providing such other coverage as may be reasonably acceptable to Buyer with respect to such Title Objection Matter (which affirmative insurance or other coverage shall be paid for by Seller)Matter. A Title Objection Matter that is not completely removed as an exception to title but has been cured as required above will, as so cured, be a Permitted Exception. Seller will be entitled to extend the original Closing Date for any Site with respect to which Seller elects to cure or remove any Title Objection Matters (including for this purpose any Seller Required Title Cure Items as defined in Section 2.2(e2.2(d) below) for up to thirty (30) days in the aggregate if reasonably needed to effect the cure or removal thereof, and if so elected such Site will be treated as a Delayed Closing Site pursuant to Section 5.1 below. If Seller (a) elects not to cure a Title Objection and such Title Objection falls within the criteria of a Title Defect as provided for in Section 1.5(1) or (b) expressly agrees to cure or attempt to cure any Title Objection Matters for a Site (excluding including for this purpose any Seller Required Title Cure Items) but due to no fault of its own, fails to achieve such cure at least five (5) days Business Days prior to the Closing Date (Date, as may be so extended) applicable extended as to such Site (unless Seller will effect such cure by a payment of money at the subject Closing), Buyer will, as its sole and exclusive remedy for such failurefailure or Seller’s election not to cure a Title Objection that falls within the criteria of a Title Defect, elect prior to such Closing Date to either (i) waive any such uncured Title Objection Matters and proceed to Closing on such Site, or (ii) designate such Site as a Supplemental Post Diligence Excluded Site pursuant to Section 1.6 above. (d) If (i) Title Company has not agreed to address the Title Objection Matters raised by Buyer in a manner reasonably acceptable to Buyer, and (ii) Seller has not (or is deemed to have not) elected to cure or attempt to cure the Title Objection Matters raised by Buyer that are not being addressed by Title Company pursuant to clause (i), then Buyer will, by a written notice given to Seller not later than the later of (i) ten (10) days following the expiration of the Diligence Period and (ii) five (5) days after receipt of the applicable Seller Response (or expiration of the period for Seller to provide such Seller Response) (provided, in the event that any Seller Response is given or due to be given fewer than five (5) days before an applicable Closing, then at Buyer’s election such Closing Date shall be adjourned on a day-for-day basis such that Buyer receives the benefit of the entirety of such five (5) day period), either (x) elect to waive any such uncured Title Objection Matters and proceed to Closing, or (y) deliver written notice to Seller identifying the Sites affected by such Title Objection Matters (and which matters Buyer does not elect to waive pursuant to the preceding clause (x)), which list will specify in detail such material uncured Title Objection Matters with respect to such Sites and the cure or remedy requested by Buyer to address such Title Objection Matters (“Buyer’s Critical Title Notice”). Seller will, by responsive notice given to Buyer within ten (10) Business Days after receiving Buyer’s Critical Title Notice (“Seller’s Critical Title Response”), elect (as to each Site identified in such Buyer’s Critical Title Notice) to (A) cure or attempt to cure, in whole or in part in such manner as may be detailed in Seller’s Critical Title Response, some or all of the Title Objection Matters in Buyer’s Critical Title Notice pursuant to the provisions of Section 2.2(c) above or (B) decline to provide any action or remedy for some or all of the Title Objection Matters in Buyer’s Critical Title Notice. By responsive notice given to Seller within five (5) Business Days after receiving Seller’s Critical Title Response, Buyer will elect to either (1) accept Seller’s actions (if any) pursuant clause (A) or (B), subject to the limitations set forth in Section 1.6, designate one or more Sites for which Seller has elected not to provide any action or remedy pursuant to clause (B) as Supplemental Excluded Sites, waive any other Title Objection Matters not addressed by Seller, and proceed to Closing; or (2) if (but only if) Buyer’s reasonably-estimated aggregate reduction in value of the Sites for which Seller is not willing to cure or attempt to cure the Title Objection Matters set forth in Buyer’s Critical Title Notice (the “Uncured Critical Title Matter Value”) exceeds $65,000,000, terminate this Agreement as to the entirety of the Property, in which event the Deposit will be returned to Buyer and thereafter the Parties will have no further rights or obligations under this Agreement except for Obligations Surviving Termination. For clarity, if the Uncured Critical Title Matter Value is less than $65,000,000, Buyer’s sole remedy will be to elect clause (1) above, and Buyer will not have the right to elect to terminate this Agreement under clause (2). Any failure of Buyer to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Buyer to waive the related uncured Title Objection Matters and proceed to Closing. Any Title Objection Matters waived (or deemed waived) by Buyer for a Site shall be deemed to constitute Permitted Exceptions for such Site. Any failure of Seller to timely provide a notice required under this Section 2.2(d) shall be deemed an election by Seller to take no action with respect to the related uncured Title Objection Matters. Agreement of Purchase and Sale CMFT Portfolio 25 (e) Notwithstanding the foregoing provisions of this Section, prior to or at the Closing of each Site Seller will, subject to the provisions of this Section 2.2(e), (i) will cure or remove the Seller Required Title Cure Items (as such term is defined below) (and Buyer shall endeavor to identify on a separate written list each such item that is a Seller Required Title Cure Item not later than the end of the Diligence Period or, with respect to any such Seller Required Title Cure Item that appears in an updated Title Commitment or Survey received after the end of the Diligence Period, within five (5) Business Days after receipt of such update; provided, that a failure by Buyer to identify any Seller Required Title Cure Item shall not be deemed a waiver by Buyer thereof or of Buyer’s rights and remedies with respect thereto), and (ii) deliver to Title Company Seller’s form of “Owner’s Certification” regarding work performed and other customary matters applicable to such Site in substantially the form attached as Exhibit A to this Agreement, which Title Company has confirmed is sufficient to remove such “standard printed exceptions” as may be removed from a title policy by such an undertaking, and which may (to the extent acceptable to Title Company) be undertaken in one or more such documents applicable to one or more Sites. For purposes of this Section, “Seller Required Title Cure Items” means the following items: (vx) tax the liens of any mortgages or deeds of trust encumbering fee title to the Real Property securing indebtedness of any Site, (w) judgment liens against Seller, (x) the lien of any mortgage encumbering a Site or any portion thereof, specifically excluding any Mortgage that relates to a Loan Site for which Buyer has obtained a Loan Assumption Approval as provided in Section 1.9 above, and subject Seller to the provisions of Section 1.9 addressing the Parties’ respective obligations regarding any Prepaymentmortgagee or beneficiary thereof; (y) mechanics’ liens filed with respect to work performed at a Site pursuant to a written agreement directly between the lien claimant and Seller for work at the applicable Selling Entity (or any Affiliate thereof or any Person authorized to act on such Selling Entity’s behalf pursuant to a Property Management Agreement)Real Property; and (z) other monetary liens filed against the Real Property of such a Site and caused solely by the acts or omissions of Seller, Seller (and excluding specifically but without limitation any such liens arising from or relating to obligations for which the Tenant of the Site is responsible under its Lease; provided, that Seller is not obligated under clause (z) to expend any more than (i) as to any single Site, the lesser of (1) two and one-half percent (2.5%) of the Allocated Purchase Price and (2) $500,000.00 and (ii) in the aggregate, $10,000,000.00 for all Sites to cure or remove such liens (the “Seller Required Cure Cap”). The obligations of Seller pursuant to this Section 2.2(e2.2(d) are may be referred to as the “Seller Required Title Matters.” Seller shall be required to cure Seller Required Title Matters as provided for herein, including by utilizing Purchase Price Proceeds at Closing, and failing to do so shall, subject to Seller’s notice and cure rights, be deemed a breach of this Agreement. Notwithstanding the foregoing, in the event any Seller Required Title Matter is not cured by Seller due to the fact that such cure would result in the Seller Required Cure Cap being exceeded, then within five (5) Business Days after receiving Seller’s notice that Seller will not cure any Seller Required Title Matters due to the fact that effecting such cure would result in the Seller Required Cure Cap being exceeded, as to each Site burdened by Seller Required Title Matters that will not be cured, Buyer will elect by written notice to Seller to either (A) proceed to Closing on the affected Site, or (B) designate such Site as a Supplemental Excluded Site pursuant to Section 1.6 above. Agreement of Purchase and Sale CMFT Portfolio 26”