Common use of Title and Survey Matters Clause in Contracts

Title and Survey Matters. Title to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company (the “Title Company”)), (the “Title Report”), or any survey obtained by Buyer at its cost, discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”), Buyer shall notify Seller in writing within twenty (20) days of Buyer’s receipt of the Title Report and/or survey. If Buyer timely notifies Seller in writing of the Title Objections, Seller shall have five (5) Business Days after receipt of such notice (the “Title Cure Period) to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so elected, shall either (a) satisfy the Title Objections at Seller’s sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a “Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall be deemed Seller’s decision to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer (including any liens against the Property for a liquidated amount that Seller is not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Seller immediately. Within two (2) Business Days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day period, Buyer shall be deemed to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the right, but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expense.

Title and Survey Matters. 8.1 Seller has delivered to Purchaser a title commitment dated August 9, 2000 (the "Title Commitment") issued by the Title Company committing to issue to Purchaser an ALTA 1992 form policy of title insurance with respect to the Real Property shall be examined by Buyer at its costProject. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent Within fifteen (acting in its capacity as title company (the “Title Company”)), (the “Title Report”), or any survey obtained by Buyer at its cost, discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”), Buyer shall notify Seller in writing within twenty (2015) days after the date of Buyer’s receipt of the Title Report and/or survey. If Buyer timely notifies Seller in writing of the Title Objectionsthis Agreement, Seller shall have five (5) Business Days after receipt of such notice (the “Title Cure Period) will deliver to elect (but shall have no obligation whatsoever) to cure any Title ObjectionPurchaser, and if so elected, shall either (a) satisfy the Title Objections at Seller’s 's sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a “Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall be deemed Seller’s decision to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer (including any liens against the Property for a liquidated amount that Seller is not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Seller immediately. Within two (2) Business Days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day period, Buyer shall be deemed to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as a revised Title Objections by BuyerCommitment (the "Revised Title Commitment") dated on or after the date of this Agreement, and, if applicable, to Lender an ALTA 1990 Form B mortgage policy of title insurance with respect to the Project in an amount equal to or less than the Purchase Price, showing fee simple title to the Project in Seller and (ii) raised as copies of all documents, whether recorded or unrecorded, referred to in the Revised Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the rightCommitment, but is not obligatedreferred to in the Title Commitment (the "Subsequent Underlying Documents"). The Revised Title Commitment shall include the Title Company's commitment to issue full extended coverage over all standard title exceptions contained in such policy and, to obtain the extent permitted under local law, the following special endorsements in form and substance satisfactory to Purchaser and Lender: zoning endorsement 3.1 with parking and loading; comprehensive endorsement; access endorsement; tax parcel endorsement; survey endorsement; usury endorsement; contiguity endorsement (if applicable); insurance over easement parcels benefiting the Land (if applicable); subdivision endorsement, endorsement deleting general and special fraudulent conveyance and creditors' rights exceptions; encroachment endorsements (if applicable); endorsements that a current survey default under restrictive covenants burdening the Land will not result in a forfeiture; and such other endorsements as Purchaser or, if applicable, Lender may reasonably require. Seller shall cause the Revised Title Commitment to comply with the requirements of Exhibit 8.1 attached hereto. Seller shall cause the title policy (the "Title Policy") conforming to the requirements of this Section 8.1 to be issued to Purchaser and to Lender as of the Property which shall Closing Date to cover the recording of the deed to be at Buyer’s sole expensedelivered by Seller, as provided herein, and the recording of the mortgage or deed of trust, as applicable, to Lender, if any.

Title and Survey Matters. (a) Seller has provided title commitments from First American Title Insurance Company (“Title Insurer”) to the issue an ALTA commitment for title insurance for each parcel of Owned Real Property shall be examined by Buyer at its cost. If said title examination and Leased Real Property with all ordinary and customary endorsements, including non-imputation endorsements (each, a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company (the “Title CompanyCommitment”)), (the “Title Report”), or any survey obtained by Buyer at its cost, discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”), . Buyer shall notify Seller in writing within twenty have fifteen (2015) days from the date of Buyer’s receipt of the both a Title Report and/or survey. If Buyer timely notifies Seller in writing Commitment and Survey (as defined below) for a particular parcel of the Title ObjectionsOwned Real Property or Leased Real Property, Seller shall have five (5) Business Days after receipt of such notice (the “Title Cure Period) to elect (but shall have no obligation whatsoever) to cure any Title Objectionas applicable, and if so elected, shall either (a) satisfy the Title Objections at Seller’s sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a “Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall be deemed Seller’s decision to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five of any title exceptions listed in any Title Commitment or other matter disclosed by such Survey to which it objects (5) Business Days after the expiration of the Title Cure Period each a “Noted Exception”); provided that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objectionsobjected to, and the same shall be deemed Noted Exceptions, any monetary encumbrances. If, after the expiration Seller shall inform Buyer within fifteen (15) days from receipt of the Inspection Period, Title Company amends such notice if Seller will cure such Noted Exceptions or adds any exception to the Title Report other than at the request of Buyer (including any liens against the Property obtain an endorsement for a liquidated amount additional title insurance or indemnification that satisfies such Noted Exception; provided that Seller is not obligated hereunder to satisfy at Closing), the Title Company will notify shall reasonably cooperate with Buyer and Seller immediatelyshall use commercially reasonable efforts to remove all Noted Exceptions, obtain any additional endorsements, and/or update the Title Commitments. Within two (2) Business Days after Buyer receives notice from Title Company (However, if any Noted Exception cannot be removed, and the Closing Date shall be extended if needed so that failure to remove the Closing same does not constitute a Material Adverse Effect, such failure shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day period, Buyer shall be deemed to have waived a Material Adverse Effect that would cause the condition set forth in Section 7.02(e) not to be satisfied. The parties agree that the fact that the Closing takes place without any objection Noted Exceptions being removed shall not impair or otherwise affect the rights to indemnification under Section 8.02 in respect of any Losses incurred by Buyer resulting from such title defect. Notwithstanding the foregoing, if all Noted Exceptions which have not been removed, insured by endorsement, or deemed accepted by Buyer, when taken as a whole, would result in a Material Adverse Effect, the condition set forth in Section 7.02(e) shall be deemed not to have been satisfied. Buyer shall be responsible, at Closing, for all costs and approved all such expenses associated with the Title Commitments and title policies, including the costs of any search fees, professional fees, premiums, zoning reports, endorsements and updates. With respect to any standard exceptions. If , Seller agrees to provide a customary owner’s affidavit required by the Supplemental Title Objection is material and adverse to Insurer to, in conjunction with the Propertydelivery of the Survey, is not caused by provide for so-called “extended coverage.” In addition, Buyer and Seller does not agree to cooperate in good faith and use reasonable best efforts to cause the Title Insurer to remove such matter (any exception related to the ownership of mineral rights being vested in any Person other than Seller; provided, however, that the removal of any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit such exception shall automatically not be refunded and returned forthwith a condition to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunderClosing. If Seller has not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the right, but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expense.58

Title and Survey Matters. Title Within five (5) business days following the Effective Date, Seller shall, at Seller’s sole cost and expense, furnish to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance or commitment Buyer may obtain from issued by the Escrow Agent (acting in its capacity as title company (the “Title CompanyCommitment”) with respect to the Property (with copies of all instruments listed as exceptions to title)). Buyer acknowledges receipt of a copy of Seller’s most recent existing survey of the Property prepared by Xxxx Xxxxxxxxx, RPLS No. 5101, Windrose Land Services, Inc., dated December 22, 2014 (the “Title ReportSurvey”). Buyer may elect, at Buyer’s sole cost and expense (subject to Section 9.2), to obtain a new or any updated survey obtained by of the Property. Buyer at its cost, discloses material defects in title shall have until the date which is ten (10) business days prior to the Real Property expiration of the Inspection Period to which approve or disapprove matters disclosed by the Title Commitment or Survey (or Buyer’s update thereof) and to give written notice to Seller of any disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection; and failure to give such notice of disapproval shall constitute Buyer’s approval of all such matters. In the event Buyer objects (collectively “Title Objections”), Buyer shall notify so notifies Seller in writing within twenty (20) days of Buyer’s receipt disapproval of the Title Report and/or survey. If Buyer timely notifies Seller in writing of the Title ObjectionsCommitment or Survey matters, Seller may elect (but shall have five no obligation whatsoever) to attempt to cure any disapproved matter within fifteen (515) Business Days after days from receipt of such notice (the “Title Cure Period) ”), in which event the Closing, if it otherwise is scheduled to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so electedoccur earlier, shall either be extended until the earlier of fifteen (a15) satisfy days after receipt of such notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the Title Objections at “Seller’s sole cost and expenseTitle Notice Period”), or (b) provide Seller shall notify Buyer and the Title Company with satisfactory evidence if Seller intends to attempt to effectuate such cure; provided that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (eachgranted or caused by Seller. In the event that, a “Monetary Lien”). Failure by Seller prior to timely respond in writing to any Title Objections shall be deemed Seller’s decision to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Seller’s Title Cure Notice Period, Seller fails to (i) waive give such notice of its intention to attempt to effectuate such cure, Buyer may, prior to the unsatisfied Title Objectionsexpiration of the Inspection Period, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement by notice to Seller in which event the Deposit shall automatically be refunded and returned forthwith to Buyer, provided if Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation does not so terminate this Agreement prior to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3Inspection Period, then Buyer shall be deemed to have waived all unsatisfied objection to any such Title ObjectionsCommitment or survey matters and agreed to accept title subject thereto, without reduction in the Purchase Price. IfIn the event Seller gives such notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Title Cure Period, after Buyer’s sole rights with respect thereto shall be to terminate this Agreement prior to Closing, in which event the Deposit shall be returned to Buyer; provided if Buyer does not so terminate this Agreement prior to Closing, Buyer shall be deemed to have waived objection to any such Title Commitment or survey matters and agreed to accept title subject thereto, without reduction in the Purchase Price. Buyer shall not be entitled to object to, and shall be deemed to have approved, any liens, encumbrances or other title (A) over which the Title Company is willing to insure (without additional cost to Purchaser or where Seller pays such cost for Purchaser), (B) against which the Title Company is willing to provide affirmative insurance (without additional cost to Purchaser or where Seller pays such cost for Buyer), (C) which will be extinguished upon the transfer of the Property, or (D) which are the responsibility of any tenant under the Leases to cure, correct or remove. It shall be a condition to Buyer’s obligation to proceed with Closing that between the expiration of the Inspection PeriodPeriod and the date of Closing, Title Company amends no new survey or adds any exception title matter not approved or deemed approved by Buyer pursuant to this Section 3.1.3 shall have arisen and which materially adversely affects the title to the Title Report other than at Property or the request of Buyer (including any liens against use thereof, unless the Property for a liquidated amount that Seller same is not obligated hereunder discharged or endorsed over to satisfy Buyer’s reasonable satisfaction in Buyer’s title policy at Closing), the Title Company will notify Buyer and Seller immediately. Within two (2) Business Days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing within three (3) business days after Buyer becomes aware of any objections thereto (a “Supplemental Title Objection”). If such new title or survey matter to which Buyer fails to objects, and if Buyer does not notify Seller of such Supplemental Title Objection any objection within such two three (23) Business Day business day period, Buyer shall be deemed to have waived any such objection and approved all shall proceed to Closing without any credit or reduction in the Purchase Price as a result of such exceptionstitle or survey matters. If the Supplemental Title Objection is material Buyer properly and adverse timely notifies Seller of any new title or survey matter to the Property, is not caused by which Buyer and Seller does not agree to remove such matter (other than any Monetary Lien)objects, then Buyer may within two Seller shall have the right, at no cost to Seller, to extend the Closing Date by up to thirty (230) Business Days after the Supplemental Title Objectiondays to permit Seller to cure such objection. If Seller is unable or elects not to cure such objection, then Buyer’s sole rights shall be to either terminate this Agreement prior to Closing, in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have waive the right, but is not obligated, objection and proceed to obtain a current survey of Closing without reduction in the Property which shall be at Buyer’s sole expensePurchase Price.

Title and Survey Matters. 4.5.1. Seller’s current title policy is attached hereto as Exhibit C (“Seller’s Title Policy”). Within three (3) business days following the Effective Date of this Agreement, Buyer shall, at Seller’s sole cost and expense, obtain a title commitment issued by the Escrow Agent (the “Title Commitment”) with respect to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity with copies of all instruments listed as title company (the “Title Company”)exceptions to title), (the “Title Report”), or any and Seller shall deliver a copy of Seller’s most recent existing survey obtained by Buyer at its cost, discloses material defects in title to of the Real Property to which Buyer. Buyer objects may elect, at Buyer’s sole cost and expense (collectively “Title Objections”subject to Section 8.2), to obtain an updated survey of the Real Property. Buyer shall notify Seller in writing within twenty have until the date that is seven (207) days before the expiration of the Inspection Period to object, in its discretion, to any exceptions to the Title Commitment or matters shown on the updated survey, indicating in reasonable detail the nature and reasons for Buyer’s objection; and failure to give such notice of disapproval shall constitute Buyer’s approval of all such matters. In the event Buyer so notifies Seller of Buyer’s receipt disapproval of the Title Report and/or survey. If Buyer timely notifies Seller in writing of the Title ObjectionsCommitment or survey matters, Seller may elect (but shall have five no obligation whatsoever) to attempt to cure any disapproved matter within thirty (530) Business Days after days from receipt of such notice (the “Title Cure Period”), in which event the Closing, if it otherwise is scheduled to occur earlier, shall be extended until the earlier of thirty (30) to elect days after receipt of such notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the “Seller’s Title Notice Period”) (but shall have no obligation whatsoever) to cure in any Title Objectionevent, and if so elected, shall either (a) satisfy the Title Objections at Seller’s sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closingthe expiration of the Inspection Period), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure; provided, however, provided that Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (eachgranted or caused by Seller. Notwithstanding the foregoing, a “Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall not be deemed Seller’s decision to cure any Title Objections. If Seller elects not obligated to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer (including Closing any liens against the Property for a liquidated amount that are in excess of $50,000 other than any mortgages, judgments, mechanic’s liens, materialman’s liens or tax liens on the Property which were created by Seller is not obligated hereunder to satisfy at Closing)and which shall be paid in full from the proceeds of the sale unless, with the consent of Buyer, the Title Company will notify Buyer and Seller immediatelymortgage is assumed or transferred to Buyer. Within two (2) Business Days after Buyer receives notice from Title Company (and In the Closing Date shall be extended if needed so that the Closing shall not occur event that, prior to the end expiration of the Seller’s Title Notice Period, Seller fails to give such two (2) Business Day period), together with a copy notice of its intention to attempt to effectuate such intervening lien or mattercure, Buyer may, prior to the expiration of the Inspection Period, terminate this Agreement by failing to deliver the Proceed Notice as set forth in Section 4.4.2 in which event the Deposit shall notify Seller in writing be returned to Buyer, provided if Buyer does deliver the Proceed Notice prior to the expiration of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day periodthe Inspection Period, Buyer shall be deemed to have waived objection to any objection such Title Commitment or survey matters and approved all agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such exceptions. If notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure within the Supplemental Title Objection is material and adverse Cure Period, Buyer’s sole rights with respect thereto shall be to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement prior to Closing, in which event the Deposit shall automatically be refunded and returned forthwith to Buyer; provided if Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has does not received written notice from Buyer that Buyer has elected to so terminate this Agreement within such two (2) Business Day period of timeprior to Closing, then Buyer shall be deemed to have waived objection to any unsatisfied Supplemental such Title Objection. “Permitted Exceptions” shall mean any title Commitment or survey itemmatters and agreed to accept title subject thereto, without reduction in the Purchase Price. Buyer shall not be entitled to object to, and shall be deemed to have approved, any liens, encumbrances or other than Monetary Liens: title matters (iA) not raised as over which the Title Objections by Company is willing to insure (without additional cost to Buyer or where Seller pays such cost for Buyer), or (iiB) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have which will be extinguished upon the right, but is not obligated, to obtain a current survey transfer of the Property Property, or (C) which shall be at Buyer’s sole expenseare the responsibility of any tenant under the Leases to cure, correct or remove.

Title and Survey Matters. Title Buyer, at its sole cost and expense, has obtained a title report or commitment issued by the Escrow Agent with respect to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company (the “Title CompanyCommitment”)), and has delivered such Title Commitment to Seller (with copies of all available instruments listed as exceptions to title) Seller has furnished to Buyer a copy of Seller’s most recent existing survey of the Real Property (the “Title ReportExisting Survey”), or any survey obtained by and Buyer may elect, at its costsole cost and expense, discloses material defects in title to obtain an updated or new survey of the Real Property to which Buyer objects (collectively the “Title ObjectionsUpdated Survey”), . Buyer shall notify provide Seller in writing with copies of any new or updated Title Commitment and/or Updated Survey received by Buyer within twenty three (203) days of Buyer’s receipt of same. Buyer shall have until the date which is ten (10) days prior to the end of the Inspection Period (the “Title Objection Deadline”) to approve or disapprove matters disclosed by the Title Report and/or surveyCommitment, title exception documents and the Existing Survey (or, if available, the Updated Survey) and to give written notice to Seller of any disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection; and failure to give such notice of disapproval shall constitute Buyer’s approval of all such matters. If In the event Buyer timely so notifies Seller of Buyer’s disapproval of any Title Commitment or survey matters, Seller may elect (but shall have no obligation whatsoever (except for Required Removal Exceptions and disapproved matters which Seller has expressly committed to in writing of the Title Objections, Seller shall have five to cure) to attempt to cure any disapproved matter within thirty (530) Business Days after days from receipt of such notice (the “Title Cure Period) ”), in which event the Closing, if it otherwise is scheduled to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so electedoccur earlier, shall either be extended until the earlier of (a) satisfy thirty (30) days after receipt of such notice, (b) five (5) Business Days after such matter is cured, and (c) November 2, 2021. Within five (5) days after receiving Buyer’s notice (the Title Objections at “Seller’s Title Notice Period”), Seller shall notify Buyer if Seller intends to attempt to effectuate such cure; provided that Seller shall be obligated, at its sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, bond over, pay and/or satisfy prior to or at Closing Closing, in a manner satisfactory to Escrow Agent so that Escrow Agent is willing to issue title insurance without exception, (i) any monetary liens against the Property that Seller has knowingly and intentionally placed (eachor allowed to be placed) on the Property, a including, without limitation, mortgages, and (ii) other liens encumbering the Property that are curable solely by the payment of moneys, including, without limitation, judgments, federal, state and municipal tax liens (collectively but subject to the limitations in the immediately succeeding sentence, “Monetary LienRequired Removal Exceptions”). Failure by Notwithstanding the foregoing, Seller shall not be obligated to timely respond satisfy any liens against the Property arising under clause (ii) of the preceding sentence for a liquidated amount that is, in writing to any Title Objections the aggregate, in excess of $250,000.00 in which event such amounts (and only such amounts) that are over and above such $250,000.00 threshold shall not be deemed to be Required ​ ​ Removal Exceptions (i.e., Seller shall only be obligated to satisfy any such liens up to $250,000.00). Notwithstanding the foregoing, Required Removal Exceptions shall not include any monetary liens attributable to discreet portions of work completed as part of a Capital Project for which Buyer receives a Capital Improvements Credit. In addition, Seller may satisfy any Required Removal Exceptions by disbursement of the required funds to Escrow Agent at Closing. In the event that, prior to the expiration of Seller’s decision Title Notice Period, Seller fails to cure any Title Objections. If give such notice of its intention to attempt to effectuate such cure, or if Seller elects not to satisfy any of the Title Objections or otherwise fails attempt to satisfy the Title Objections within the Title Cure Periodeffectuate such cure, Buyer shall have the optionmay, exercisable within five (5) Business Days after the expiration of the Title Cure Period, prior to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception terminate this Agreement by written notice to Seller, in which event the Deposit (to the Title Report other than at the request of Buyer (including any liens against the Property for a liquidated amount that Seller is not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Seller immediately. Within two (2extent previously funded) Business Days after Buyer receives notice from Title Company (and the Closing Date shall be extended returned to Buyer, provided if needed Buyer does not so that the Closing shall not occur terminate this Agreement prior to the end expiration of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day periodthe Inspection Period, Buyer shall be deemed to have waived objection to any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in matters affecting title or survey which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has not received agreed to cure and shall be deemed to have agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such written notice from Buyer that Buyer has elected of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure (in a manner reasonably acceptable to Buyer) within the Title Cure Period, Buyer’s sole rights with respect thereto shall be to terminate this Agreement within such two prior to Closing and receive a refund of the Deposit hereunder (2) Business Day period of timeto the extent previously funded); provided if Buyer does not so terminate this Agreement prior to Closing, then Buyer shall be deemed to have waived objection to any unsatisfied Supplemental such title and survey matters and agreed to accept title subject thereto, without reduction in the Purchase Price. Any matters affecting title to the Property that first appear of record after the effective date of the Title ObjectionCommitment but before the Closing Date (each, an “Intervening Exception”) shall be subject to Buyer’s approval, and Buyer shall have until 5:00 p.m. Eastern Time on the fifth (5th) Business Day after receipt of written notice of any Intervening Exception to either accept it or submit written disapproval. “Permitted Exceptions” Seller shall mean have until 5:00 p.m. Eastern Time on the third (3rd) Business Day after receipt of such disapproval, to notify Buyer whether Seller will attempt to remove or cure the objectionable Intervening Exception before the Closing or inform Buyer that it will not remove or cure the Intervening Exception, provided that Seller shall be required to cure any Intervening Exception that is also a Required Removal Exception. If Seller fails to give such notice of its intention to attempt to remove or cure the Intervening Exception, or if Seller elects not to attempt to effectuate such removal or cure, Buyer may terminate this Agreement by written notice to Seller within three (3) Business Days after such three Business Day period, in which event the Deposit shall be returned to Buyer (to the extent previously funded). If necessary to accommodate the time periods set forth in this paragraph, Seller may elect to extend the Closing to November 2, 2021 for the purpose of removing or curing an Intervening Exception. Notwithstanding anything contained herein to the contrary, in no event shall any lien or similar matter caused by any tenant at the Property constitute an Intervening Exception and Buyer shall have no right to terminate this Agreement as a result thereof. Subject to the satisfaction of the Escrow Agent’s requirements of Buyer described in the Title Commitment and Buyer’s confirmation that its pro rata portion of any unpaid property taxes due for 2021 shall be paid by the Escrow Agent from Buyer funds at Closing, it shall be a condition to Buyer’s obligation to close the transactions hereunder that Escrow Agent shall be irrevocably committed to deliver to Buyer at Closing a 2016 ALTA Owner’s Policy of Title Insurance, insuring Buyer’s title or survey itemto the Real Property in the full amount of the Purchase Price, with the standard written exceptions deleted (other than Monetary Liens: for property taxes for 2022, not yet due and payable), insuring the ​ ​ ​ “gap,” and subject only to the exceptions to title approved or deemed approved by Buyer pursuant to this Section 4.5, dated as of the date the Deed is recorded (the “Title Policy”); provided, however, that Buyer and Seller agree and acknowledge that it shall not be deemed to be a failure of a condition to Buyer’s obligation to close the transaction hereunder if Escrow Agent fails to delete any standard written exception based on the fact that any required Seller indemnification excludes any lien, right to a lien or other encumbrance arising from (i) not raised as Title Objections by Buyerany Contract, including any Uncompleted Capital Contract, that has been fully paid for prior to or at Closing and for which Seller has furnished to Escrow Agent and Buyer unconditional lien waivers and/or other evidence of full payment and (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the rightany portion of any Capital Project that has not been fully completed prior to Closing, but is not obligated, for which Seller assigns the Uncompleted Capital Contract to obtain Buyer at Closing and for which Buyer receives a current survey of the Property which shall be Capital Improvements Credit at Buyer’s sole expenseClosing.

Title and Survey Matters. Seller has delivered to Buyer, for Buyer's approval, the Title to Evidence. Within seven (7) Business Days after the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company (the “Title Company”)), (the “Title Report”), or any survey obtained by Buyer at its cost, discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”)Contract Date, Buyer shall notify provide Seller with a notice specifying all objections (the "UNPERMITTED EXCEPTIONS") it has to the Title Evidence and the Survey included in the Deliveries (the "FOUNDATION SURVEY"). If Buyer does not object in writing within twenty (20) days of Buyer’s receipt to the status of the Title Report and/or surveyEvidence or Foundation Survey within such seven (7) Business Day period, then Buyer shall be deemed to have accepted and to be in agreement with the status of the Title Evidence or Foundation Survey. If Buyer does timely notifies Seller in writing of provide written objections to the Title ObjectionsEvidence or Foundation Survey, Seller shall have then, within five (5) Business Days after Seller's receipt of such notice (the “Title Cure Period) to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so elected, shall either (a) satisfy the Title Objections at Seller’s sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, howeverBuyer's objections, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a “Monetary Lien”). Failure by Seller to timely respond notify Buyer in writing to any Title Objections shall be deemed Seller’s decision of which of the Unpermitted Exceptions, if any, it intends to cure any Title Objections("SELLER'S NOTICE"). If Seller elects does not give Seller's Notice within such five (5) Business Days, or if the responses to satisfy any of the Title Objections or otherwise fails Seller's Notice are unsatisfactory to satisfy the Title Objections within the Title Cure PeriodBuyer in Buyer's sole discretion, then Buyer shall have the optionmay, exercisable by written notice given to Seller within five (5) Business Days after the expiration date of Seller's Notice or, if Seller's Notice is not given, the Title Cure Perioddue date thereof (such date is referred to herein as the "TITLE TERMINATION DATE"), elect to waive those Unpermitted Exceptions which Seller was unwilling to cure (ior those for which Seller's cure was unsatisfactory to Buyer) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted parties shall proceed towards Closing. It is understood and agreed that if Buyer does not waive such Unpermitted Exceptions (hereinafter defined)in accordance with this paragraph, or (ii) terminate then this Agreement shall be deemed terminated, in which event case Buyer shall be entitled to a refund of the Deposit Xxxxxxx Money, together with interest thereon and the parties shall automatically have no further obligations to one another. At Closing, Seller shall be refunded obligated to deliver title free of indebtedness for borrowed money, delinquent real estate taxes, any mechanic's or materialmen's liens for work on the Project performed by Seller, its agents, employees or contractors (including any mechanic's or materialmen's liens arising from completion of the Improvements through competition of the Incomplete Work, those Unpermitted Exceptions which Seller has elected to cure pursuant to this Section, all exceptions to title arising after the date of the Title Commitment and returned forthwith all Survey Defects arising after the date of the Foundation Survey (other than those caused by the actions of Buyer or not objected to within three (3) Business Days following receipt by Buyer and, except as expressly of a subsequent title commitment or subsequent survey) . All other exceptions to title set forth hereinin the Title Evidence and all other matters set forth on the Initial Survey shall hereinafter be referred to as "PERMITTED EXCEPTIONS." On the Actual Closing Date, neither party Buyer and Seller shall have any further liability or obligation attach to the other hereunderLease as Exhibit 1.1 and Exhibit 9, respectively, both the legal description of the Land, as determined by the Title Evidence, and a list of the Permitted Exceptions. If Buyer fails to notify Seller in writing within five No later than eighteen (518) Business Days after the expiration Contract Date, Seller shall deliver to Buyer, at Seller's sole cost and expense, six (6) prints of a certified ALTA/ACSM Class A Urban "current site" survey of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3Land, then Buyer shall be deemed to have waived all unsatisfied Title Objections. Ifdated on or after April 1, after 2003, prepared by SPACECO, Inc. (the expiration "SURVEYOR"), certified in the form of the Inspection Periodsurveyor's certification attached hereto as EXHIBIT 7, showing the foundation of the building and dimensions thereof, all "set back" or building restriction lines imposed by zoning ordinances or private restriction, all parking areas (including the number of parking spaces therein), all loading docks (including the number thereof), any and all existing utility and other easements burdening or benefiting the Land, the federal flood designation affecting the Project, all areas designated as wetlands on the National Wetlands Inventory of the United States Fish and Wildlife Service ("WETLANDS INVENTORY") and all documents and instruments of record affecting the Land and Improvements, including all such documents and instruments referred to in the Title Company amends or adds any exception Commitment (the "INITIAL SURVEY"). If the site improvements are substantially completed prior to the Title Report other Closing Date, Seller shall deliver to Buyer and Lender, no less than at seven (7) days prior to the request Closing Date, an updated Initial Survey (the "FINAL SURVEY") showing no Survey Defects. Any matter disclosed in the Initial Survey and not shown on the Foundation Survey or shown on the Final Survey and not shown in the Initial Survey that, in the sole discretion of Buyer (including any liens against or Lender, does or could in the Property for a liquidated amount that Seller is not obligated hereunder future materially interfere with the use, operation or financing of the Project or affect the marketability of title to satisfy at Closing), the Land and Improvements and the Title Company will notify Buyer and Seller immediately. Within two is not willing to insure over (2at no cost to Buyer) Business Days after Buyer receives notice from in the Title Company (and Policy is referred to herein as a "SURVEY DEFECT." In the Closing Date shall be extended if needed so that event the Closing shall Initial Survey discloses a Survey Defect not occur prior to shown on the end of such two (2) Business Day period), together with a copy of such intervening lien or matterFoundation Survey, Buyer shall notify Seller of the same within three (3) Business Days of receipt of the Initial Survey. Seller shall then have three (3) Business Days to notify Buyer in writing of any objections thereto which of such Survey Defects Seller undertakes to cure prior to Closing. If Seller does not so undertake to cure all such Survey Defects prior to Closing, Buyer may terminate this Agreement by written notice to Seller given within a further three (a “Supplemental Title Objection”)3) Business Day period following the due date of Seller's notice. If Buyer fails so terminates this Agreement, the Xxxxxxx Money shall be returned to notify Seller of such Supplemental Title Objection within such two (2) Business Day periodBuyer and the parties shall have no further obligations under this Agreement. If Buyer does not so terminate this Agreement, Buyer shall be deemed to have waived any objection and approved accepted all such exceptions. If Survey Defects shown on the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the right, but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expenseInitial Survey.

Title and Survey Matters. Title to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company (the “Title Company”))Purchaser may, (the “Title Report”), or any survey obtained by Buyer at its cost, discloses material defects in obtain from a title to insurance company of its choice ("Title Insurer") a commitment for owner's title insurance (the Real Property to which Buyer objects (collectively “Title Objections”)"Commitment") and may obtain, Buyer shall notify Seller in writing within twenty (20) days of Buyer’s receipt at Purchaser's cost, a survey of the Title Report and/or surveyProperty (the Survey) from a surveyor of its choice. If Buyer timely notifies the Commitment or Survey reveals any title or survey condition that tin Purchaser's discretion renders the Property unsuitable for the Project, then Purchaser may terminate this Agreement pursuant to Section 4.1 above, unless this Seller elects to cure the objectionable items, in writing which event, Purchaser shall state the nature of the Title Objectionstitle or survey objection and the recourse to be taken by Seller to cure the same and, Seller shall have five a period up to thirty (530) Business Days after receipt of days within which to do so. In such notice event, all applicable deadlines and time periods under this Agreement shall be similarly extended, and if such objectionable matters are not cured by Seller within the time period provided herein, Purchaser may then terminate this Agreement pursuant to Section 4.1 above. If title or survey objections are made by Buyer, Seller shall have thirty (the “Title Cure Period30) days within which to elect (cure same but shall have no obligation whatsoever) to cure any Title Objectiondo so, and provided that if Seller does elect to do so elected, shall either (a) satisfy the Title Objections at Seller’s sole cost and expense, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a “Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall be deemed Seller’s decision to cure any Title Objections. If Seller elects not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer (including any liens against the Property for a liquidated amount that Seller is not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Seller immediately. Within two (2) Business Days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so that for a like period. Seller shall, upon request from Purchaser or the Closing shall not occur prior to the end of such two (2) Business Day period)Title Insurer, together with furnish a copy of such intervening lien its existing title policy and most recent survey of the Property. Any matters reflected on the Commitment or matterthe Survey to which Purchaser does not object, Buyer shall notify or any matters to which it objects and which are thereafter cured by Seller in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day periodas provided herein, Buyer shall be deemed to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the right, but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expense.

Title and Survey Matters. Title to Within fifteen (15) Business Days following the Real Property Effective Date, Sellers shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from cause Escrow Agent (acting in its capacity as title company issuing the title policy described below, (the “Title Company”)), ) to furnish to Buyer and Sellers title commitments (the “Title ReportCommitments”)) with respect to the Property together with copies of all instruments listed as exceptions to title. Within ten (10) Business Days following Buyer’s receipt of the Title Commitments, or any survey obtained by Buyer at its cost, discloses material defects in shall use commercially reasonable efforts to cause a duly licensed Oklahoma surveyor to furnish to Buyer and Sxxxxxx XXXX/NSPS land title to surveys of the Real Property (the “Surveys”). Buyer will have until the expiration of the Inspection Period to which Buyer objects give written notice to Sellers specifying Buyer’s objections to the Title Commitment, title exceptions listed therein, and the Surveys (collectively collectively, “Title Objections”), Buyer shall notify Seller in writing within twenty (20) days of Buyer’s receipt of the Title Report and/or surveyif any. If Buyer timely notifies Seller Sellers in writing of the Title Objections, Seller Sellers shall have five (5) Business Days business days after receipt of such notice (the “Title Cure Period”) to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so elected, shall either (a) satisfy the Title Objections at Seller’s Sellers’ sole cost and expenseexpense and cause the Title Company to revise the Title Commitment to reflect such satisfaction, or (b) provide Buyer and the Title Company with satisfactory evidence that Seller Sellers can and will cure such Title Objections prior to or at Closing; provided, however, Seller Sellers shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property created or incurred by or through Sellers (each, a “Monetary Lien”). Failure by Seller Sellers to timely respond in writing to any Title Objections shall be deemed Seller’s Sellers’ decision not to cure any Title Objections. If Seller elects Sellers elect not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days days after the expiration of the Title Cure Period, to either (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller Sellers in writing within five (5) Business Days days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.33.4, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report Commitments other than at the request of Buyer (including any liens against the Property for a liquidated amount that Seller is Sellers are not obligated hereunder to satisfy at Closing), the Title Company will notify Buyer and Seller Sellers immediately. Within two (2) Business Days business days after Buyer receives notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller Sellers in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails to notify Seller Sellers of such Supplemental Title Objection within such two (2) Business Day period, Buyer shall be deemed to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the Property, is not caused by Buyer and Seller does Sellers do not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days business days after the Supplemental Title Objection, terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has Sellers have not received written notice from Buyer that Buyer has elected to terminate this Agreement within such two (2) Business Day period of time, then Buyer shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the right, but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expense.

Title and Survey Matters. Title Within five (5) days following the Effective Date of this Agreement, Seller shall, at Seller’s sole cost and expense, furnish to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance or commitment Buyer may obtain from issued by the Escrow Agent (acting in its capacity as title company (the “Title CompanyCommitment”) with respect to the Property (with copies of all instruments listed as exceptions to title). Seller has previously provided to Buyer a copy of Seller’s most recent existing boundary survey of the Property and a copy of the plat of the Property (collectively, the “Existing Survey”). Buyer may elect, at Buyer’s sole cost and expense (subject to Section 8.2), to obtain an updated survey of the Property showing, among other things, the Improvements (the “Title ReportUpdated Survey”). Buyer shall have until (i) April 16, or any survey obtained by Buyer at its cost, discloses material defects in title 2013 as to the Real Property Title Commitment, any exceptions to which Buyer objects coverage set forth therein and the Existing Survey, and (collectively “Title Objections”)ii) the later of April 16, Buyer shall notify Seller in writing within twenty (20) days of Buyer’s receipt of the Title Report and/or survey. If Buyer timely notifies Seller in writing of the Title Objections, Seller shall have 2013 or five (5) Business Days days after receipt of the Updated Survey, as to matters shown in the Updated Survey that were not shown in the Existing Survey, to approve or disapprove matters disclosed thereby and to give written notice to Seller of any disapproval thereof, indicating in reasonable detail the nature and reasons for Buyer’s objection; and failure to give such notice of disapproval shall constitute Buyer’s approval of all such matters. In the event Buyer so notifies Seller of Buyer’s disapproval of Title Commitment or survey matters, Seller may elect (but shall have no obligation whatsoever) to attempt to cure any disapproved matter within thirty (30) days from receipt of such notice (the “Title Cure Period) ”), in which event the Closing, if it otherwise is scheduled to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so electedoccur earlier, shall either be extended until the earlier of thirty (a30) satisfy days after receipt of such notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the Title Objections at “Seller’s sole cost and expenseTitle Notice Period”), or (b) provide Seller shall notify Buyer and the Title Company with satisfactory evidence if Seller intends to attempt to effectuate such cure; provided that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (each, a “Monetary Lien”). Failure granted or caused by Seller and any mechanic’s or materialman’s lien not caused by Buyer or its agents or any judgment docketed, filed or recorded against the Property; provided, however, any lien or judgment filed or recorded against the Property may be satisfied for the purposes hereof by “insuring around” or providing a surety bond that is sufficient to timely respond in writing allow the Title Company to any issue the Owner Policy of Title Objections Insurance without exceptions for such matters. Notwithstanding the foregoing, Seller shall not be deemed Seller’s decision to cure any Title Objections. If Seller elects not obligated to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer (including closing any liens against the Property for a liquidated amount that Seller is not obligated hereunder to satisfy at Closing)are in excess of $200,000 other than any mortgage(s) or other security instruments encumbering the Property which shall be paid in full from the proceeds of the sale unless, with the consent of Buyer, the mortgage is assumed or transferred to Buyer. In the event that Seller fails to give such notice of its intention to attempt to effectuate such cure within Seller’s Title Company Notice Period or give Buyer notice that Seller will notify not attempt to effectuate such cure, Buyer and may, within five (5) business days after the expiration of the Seller’s Title Notice Period, terminate this Agreement by notice to Seller immediately. Within two (2) Business Days after Buyer receives notice from Title Company (and in which event the Closing Date Deposit shall be extended returned to Buyer, provided if needed Buyer does not so that terminate this Agreement within five (5) business days after the Closing shall not occur prior to expiration of the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer shall notify Seller in writing of any objections thereto (a “Supplemental Seller’s Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day periodNotice Period, Buyer shall be deemed to have waived objection to any objection such Title Commitment or survey matters and approved all agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such exceptions. If notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure (in a manner reasonably acceptable to Buyer) within the Supplemental Title Objection is material and adverse Cure Period, Buyer’s sole rights with respect thereto shall be to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement prior to Closing, in which event the Deposit shall automatically be refunded and returned forthwith to Buyer; provided if Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has does not received written notice from Buyer that Buyer has elected to so terminate this Agreement within such two (2) Business Day period of timeprior to Closing, then Buyer shall be deemed to have waived objection to any unsatisfied Supplemental such Title Objection. “Permitted Exceptions” shall mean any title Commitment or survey itemmatters and agreed to accept title subject thereto, other than Monetary Liens: without reduction in the Purchase Price. If, (i) not raised as the result of any change or event occurring after the date of the initial Title Objections Commitment (other than a change resulting from Seller’s cure of objection previously made by Buyer), the Escrow Agent issues any update to the Title Commitment to add or modify, in any material respects, requirements or exceptions or to modify, in any material respects, the conditions to obtaining any endorsement requested by Buyer, or (ii) raised as Title Objections the result of any change or event occurring after the date of the Updated Survey (other than a change resulting from Seller’s cure of objection previously made by Buyer but thereafter waived or deemed waived. Buyer), the surveyor modifies the Updated Survey in any material respect, then Buyer shall have the rightpromptly notify Seller of any objections to such revisions, but is not obligated, to obtain a current survey of the Property which shall be at in no event later than five (5) business days after Buyer’s sole expensereceipt of said update, in which event the same procedures for response, cure, extension of Closing, termination and waiver set forth above, as applicable, shall apply to such new objections.

Title and Survey Matters. Title to As soon as possible after the Real Property shall be examined by Effective Date, Buyer shall, at its cost. If said title examination Buyer’s sole cost and expense, obtain a preliminary title report and/or any title insurance or commitment Buyer may obtain from Escrow Agent (acting in its capacity as title company the “Title Commitment”) issued by Chicago Title Insurance Company (the “Title Company”)) with respect to the Property (with copies of all instruments listed as exceptions to title) and Buyer shall provide or cause the Title Company to provide to Seller a copy of the Title Commitment and such instruments. In accordance with Section 4.6.1 above, Seller shall furnish to Buyer a copy of Seller’s most recent existing survey of the Property. Buyer may elect, at Buyer’s sole cost and expense (subject to Section 8.2), (to obtain an updated survey of the “Title Report”), or any survey obtained by Buyer at its cost, discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”), Property. Buyer shall notify have until the expiration of the Inspection Period to approve or disapprove matters disclosed thereby and to give written notice to Seller of any disapproval thereof, indicating in writing within twenty (20) days reasonable detail the nature and reasons for Buyer’s objection; and failure to give such notice of disapproval shall constitute Buyer’s approval of all such matters. In the event Buyer so notifies Seller of Buyer’s receipt disapproval of the Title Report and/or survey. If Buyer timely notifies Seller in writing of the Title ObjectionsCommitment or survey matters, Seller may elect (but shall have five no obligation whatsoever) to attempt to cure any disapproved matter within thirty (530) Business Days after days from receipt of such notice (the “Title Cure Period) ”), in which event the Closing, if it otherwise is scheduled to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so electedoccur earlier, shall either be extended until the earlier of thirty (a30) satisfy days after receipt of such notice or five (5) business days after such matter is cured. Within five (5) business days after receiving Buyer’s notice (the Title Objections at “Seller’s sole cost and expenseTitle Notice Period”), or (b) provide Seller shall notify Buyer and the Title Company with satisfactory evidence if Seller intends to attempt to effectuate such cure; provided that Seller can and will cure such Title Objections prior to or at Closing; provided, however, Seller shall be obligated to remove, pay and/or satisfy prior to or at Closing any monetary liens against the Property (eachgranted or caused by Seller. Notwithstanding the foregoing, a “Monetary Lien”). Failure by Seller to timely respond in writing to any Title Objections shall not be deemed Seller’s decision to cure any Title Objections. If Seller elects not obligated to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer shall have the option, exercisable within five (5) Business Days after the expiration of the Title Cure Period, to (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails to notify Seller in writing within five (5) Business Days after the expiration of the Title Cure Period that Buyer has elected to terminate this Agreement pursuant to this Section 3.3, then Buyer shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer (including closing any liens against the Property for a liquidated amount that Seller is not obligated hereunder to satisfy at Closing)are in excess of $50,000 other than a mortgage or other security agreement on the Property which shall be paid in full from the proceeds of the sale unless, with the consent of Buyer, the Title Company will notify Buyer and Seller immediatelymortgage is assumed or transferred to Buyer. Within two (2) Business Days after Buyer receives notice from Title Company (and In the Closing Date shall be extended if needed so that the Closing shall not occur event that, prior to the end expiration of the Seller’s Title Notice Period, Seller fails to give such two (2) Business Day period), together with a copy notice of its intention to attempt to effectuate such intervening lien or mattercure, Buyer shall notify may, within five (5) business days after the expiration of the Seller’s Title Notice Period, terminate this Agreement by notice to Seller in writing which event the Deposit shall be returned to Buyer, provided if Buyer does not so terminate this Agreement within five (5) business days after the expiration of any objections thereto (a “Supplemental the Seller’s Title Objection”). If Buyer fails to notify Seller of such Supplemental Title Objection within such two (2) Business Day periodNotice Period, Buyer shall be deemed to have waived objection to any objection such Title Commitment or survey matters and approved all agreed to accept title subject thereto, without reduction in the Purchase Price. In the event Seller gives such exceptions. If notice of its intention to attempt to effectuate such cure and thereafter fails to actually effectuate such cure (in a manner reasonably acceptable to Buyer) within the Supplemental Title Objection is material and adverse Cure Period, Buyer’s sole rights with respect thereto shall be to the Property, is not caused by Buyer and Seller does not agree to remove such matter (other than any Monetary Lien), then Buyer may within two (2) Business Days after the Supplemental Title Objection, terminate this Agreement prior to Closing, in which event the Deposit shall automatically be refunded and returned forthwith to Buyer; provided if Buyer and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Seller has does not received written notice from Buyer that Buyer has elected to so terminate this Agreement within such two (2) Business Day period of timeprior to Closing, then Buyer shall be deemed to have waived objection to any unsatisfied Supplemental such Title ObjectionCommitment or survey matters and agreed to accept title subject thereto, without reduction in the Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, Buyer disapproves all monetary and financing liens and encumbrances other than liens for non-delinquent real property taxes (“Disapproved Liens”). All matters disclosed in the Title Commitment and the survey (excluding Disapproved Liens and any exception for mechanics’ liens) and not cured or removed as of the expiration of the Title Cure Period shall constitute “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by Buyer, or (ii) raised as Title Objections by Buyer but thereafter waived or deemed waived. Buyer shall have the right, but is not obligated, to obtain a current survey of the Property which shall be at Buyer’s sole expense”.

Title and Survey Matters. Title Sellers shall use commercially reasonable efforts to the Real Property shall be examined by Buyer at its cost. If said title examination and a preliminary title report and/or any title insurance commitment Buyer may obtain from cause Escrow Agent (acting in its capacity as title company issuing the title policy described below, (the “Title Company”))) to furnish to Buyers and Sellers, within five (5) Business Days following the Effective Date, a preliminary title report (each, a “Title Report”)) with respect to each Property together with copies of all instruments listed as exceptions to title. Buyers will have until the end of the Inspection Period to give written notice to Sellers specifying Buyers’ objections to each Title Report, or any title exceptions listed therein, and the applicable survey obtained by Buyer at its cost(collectively, discloses material defects in title to the Real Property to which Buyer objects (collectively “Title Objections”), Buyer shall notify Seller in writing within twenty (20) days of Buyer’s receipt of the Title Report and/or surveyif any. If Buyer Buyers timely notifies Seller notify Sellers in writing of the Title Objections, Seller Sellers shall have five three (53) Business Days after receipt of such notice (the “Title Cure Period”) to elect (but shall have no obligation whatsoever) to cure any Title Objection, and if so elected, shall either (a) satisfy the Title Objections at Seller’s Sellers’ sole cost and expenseexpense and cause the Title Company to revise the applicable Title Report to reflect such satisfaction, or (b) provide Buyer Buyers and the Title Company with satisfactory evidence that Seller Sellers can and will cure such Title Objections prior to or at the Closing; provided, however, Seller Sellers shall be obligated to remove, pay and/or satisfy prior to or at the Closing any monetary liens created by the action or inaction of a Seller against the each Property (each, a “Monetary Lien”). Failure by Seller Sellers to timely respond in writing to any Title Objections shall be deemed Seller’s Sellers’ decision not to cure any Title Objections. If Seller elects Sellers elect not to satisfy any of the Title Objections or otherwise fails to satisfy the Title Objections within the Title Cure Period, Buyer Buyers shall have the option, exercisable within five two (52) Business Days after the expiration of the Title Cure Period, to either (i) waive the unsatisfied Title Objections, in which event the unsatisfied Title Objections will become Permitted Exceptions (hereinafter defined), or (ii) terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer Buyers and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder. If Buyer fails Buyers fail to notify Seller Sellers in writing within five two (52) Business Days after the expiration of the Title Cure Period that Buyer has Buyers have elected to terminate this Agreement pursuant to this Section 3.3, . then Buyer Buyers shall be deemed to have waived all unsatisfied Title Objections. If, after the expiration of the Inspection Period, Title Company amends or adds any exception to the Title Report other than at the request of Buyer Buyers (including any liens against the Property for a liquidated amount that Seller is Sellers are not obligated hereunder to satisfy at the Closing), the Title Company will notify Buyer Buyers and Seller Sellers immediately. Within two (2) Business Days after Buyer receives Buyers receive notice from Title Company (and the Closing Date shall be extended if needed so that the Closing shall not occur prior to the end of such two (2) Business Day period), together with a copy of such intervening lien or matter, Buyer Buyers shall notify Seller Sellers in writing of any objections thereto (a “Supplemental Title Objection”). If Buyer fails Buyers fail to notify Seller Sellers of such Supplemental Title Objection within such two (2) Business Day period, Buyer Buyers shall be deemed to have waived any objection and approved all such exceptions. If the Supplemental Title Objection is material and adverse to the any Property, is not caused by Buyer Buyers and Seller does Sellers do not agree to remove such matter (other than any Monetary Lien), then Buyer Buyers may within two (2) Business Days after the Supplemental Title Objection, elect either (i) to terminate this Agreement in which event the Deposit shall automatically be refunded and returned forthwith to Buyer Buyers and, except as expressly set forth herein, neither party shall have any further liability or obligation to the other hereunder, or (ii) request an extension of the Closing Date of up to ten (10) days to allow the parties to continue to negotiate in good faith a cure reasonably acceptable to both parties to any such Supplemental Title Objection. If Seller has Sellers have not received written notice from Buyer Buyers that Buyer has Buyers have elected to terminate this Agreement within such two (2) Business Day period of timetime or request such an extension of the Closing Date, then Buyer Buyers shall be deemed to have waived any unsatisfied Supplemental Title Objection. “Permitted Exceptions” shall mean any title or survey item, other than Monetary Liens: (i) not raised as Title Objections by BuyerBuyers, or (ii) raised as Title Objections by Buyer Buyers but thereafter waived or deemed waived. Buyer Buyers shall have the right, but is are not obligated, to obtain a current survey of the Property Properties which shall be at Buyer’s Buyers’ sole expense. Sellers shall not have any obligation to provide affidavits of no change or the like with respect to the Properties.