Common use of Title and Survey Objections Clause in Contracts

Title and Survey Objections. Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, Remove the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the applicable Closing Date to elect in writing, either to (a) Terminate this Agreement, and thereafter the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase Price.

Title and Survey Objections. Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, Remove the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until five (5) days prior to the Closing Date to elect in writing, either to (a) Terminate this Agreement, and thereafter the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase Price.

Title and Survey Objections. Buyer Within fifteen (15) days after the receipt of the latter of the Survey or the Title Commitment, Purchaser shall have until the Due Diligence Deadline to notify provide Seller in writing with notice of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions matters set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or SurveySurvey which are unacceptable to Purchaser (other than encumbrances of an ascertainable amount which aggregate less than the Purchase Price which shall be paid from the proceeds of sale and shall be released as of the “Closing Date” (as defined hereinafter)), which matters shall be referred to herein as "Title Defects". Matters set forth in the Title Commitment or Survey to which Purchaser does not timely object shall be referred to collectively herein as the "Permitted Exceptions". Seller shall notify Buyer within three have sixty (360) Business Days of its days after receipt of the aforesaid notice from Purchaser within which to utilize its best efforts to cure such notice if Title Defects to the satisfaction of the Purchaser and the Title Company. In the event Seller has elected fails or refuses to Removecure any Title Defect within such sixty (60) day period, then Purchaser may, at its option (i) terminate this Agreement, whereupon the Agreement shall be deemed null and void and of no force and effect, and no party hereto shall have any further rights, obligations or to cause the Company to Remove, liability hereunder; (ii) cure any such Title ObjectionsDefect, in which event the Purchase Price shall be reduced by all or a portion of the costs and expense incurred by Purchaser in connection with the curing of such Title Defect; or (iii) accept title to the Property subject to such Title Defect without an adjustment to the Purchase Price. If Prior to Purchaser’s commencement of any work under item (ii), Seller fails and Purchaser shall agree as to respond within such timeframe, a maximum amount that Seller shall be deemed liable for in connection with Purchaser’s efforts. Purchaser, at its option and upon written notice to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will RemoveSeller, or cause may extend the Company to Remove, the Title Objections prior to last day permitted for Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to earlier of (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, curing of the Title Defect or (b) waive its Title Objections forty-five (other than Required Removal Items45) and proceed with days from the transaction pursuant to the remaining terms and conditions of this Agreementlast day permitted for Closing. If Buyer fails any Title Defect shall not have been cured within such period, Purchaser may exercise its option under item (i) or (iii) above. It is specifically understood and agreed that Purchaser reserves the right to give object to and may require the removal, correction or deletion of (i) all standard exceptions set forth in the Title Commitment, the General Sovereignty Lands Exception, and (ii) any gap, overlap, boundary dispute, hiatus or encroachment identified on the Survey which affects the Property or any adjacent properties. Further, Seller notice shall, at or prior to Closing, satisfy, cure and release of its election by record any liens and encumbrances affecting the Property, at Seller's expense. At Closing, Seller shall provide the Title Company with such time, it shall be deemed affidavits or other documents as are necessary to have elected enable the Title Company to Terminate this Agreement. Any such remove any standard exceptions from the Title Objection so waived by Buyer shall be deemed Policy to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Pricewhich Purchaser has objected.

Title and Survey Objections. Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on On or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as the expiration of the Effective Date Investigation Period, Purchaser may give Seller and disclosed in Escrow Agent written objections ("OBJECTIONS") to the contents of the Title Commitment or the Survey. Purchaser's failure to make objections within such Investigation Period shall constitute Purchaser's waiver of Objections. Any matter shown on the Title Commitment or on the Survey which is not objected to by Purchaser (and in any event the Allianz Loan) shall be a "PERMITTED EXCEPTION" hereunder. Seller shall notify Buyer within three will have five (35) Business Days of days after its receipt of such notice if Seller has elected the Objections to Remove, or attempt to cause cure the Company to Remove, any such Title Objections. If Seller fails is unwilling or unable to respond cure the Objections within the period of time specified in the preceding sentence, Purchaser's sole remedy shall be to elect only one of the following by delivering written notice thereof to Seller and the Escrow Agent within ten (10) days after Seller's receipt of the Objections: (a) Terminate this Agreement and receive a refund of the Deposit, in which event neither party shall have any further rights or obligations hereunder except for those matters which specifically survive the expiration or termination of this Agreement; or (b) Waive the Objections (whereupon such timeframepreviously objected to item shall thereafter be deemed to be an additional Permitted Exception hereunder) and proceed to close on the Property subject thereto. If Purchaser does not timely make the required election in writing, Seller then Purchaser shall be deemed to have declined to remove such Title Objections (other than Required Removal Itemsmade the election provided in this SECTION 4.3(B). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Buyer 5.3.1 During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment and the Survey and shall have the right to notify Seller and its attorneys, in writing (an "Objection Notice"), of such objections as Purchaser may have to the Title Commitment (including the title exception documents referred to therein) or the Survey ("Objections"). If Purchaser does not deliver an Objection Notice during the Inspection Period, all matters disclosed by the Title Commitment and the Survey (and if Seller did not obtain a current Survey, then all matters that would have been disclosed by a current Survey) shall be Permitted Exceptions. 5.3.2 If Purchaser shall notify Seller of any Objections during the Inspection Period, Seller shall have the right, but not the obligation, to cure such Objections. On or before the fifth (5th) day following Seller’s receipt of Purchaser’s Objection Notice, Seller or its attorneys may notify Purchaser in writing whether Seller elects to cure any such Objection (and Seller’s failure to timely provide such a notice shall be deemed an election by Seller not to cure any such Objection). If Seller elects (or is deemed to have elected) not to cure any Objection specified in Purchaser’s notice, or if Seller notifies Purchaser of Seller’s election to cure any Objection and thereafter Seller fails or is unable to effect a cure prior to Closing, then in either such case Purchaser shall have the right to elect one, but not both, of the following options, which election must in each case be made within the time period provided in Section 5.3.3 below: (a) to accept a conveyance of the Property subject to the Objection which Seller is unwilling or unable to cure, and without reduction of the Purchase Price (in which event the Objection shall thereafter constitute a Permitted Exception); or (b) to terminate this Agreement by sending written notice thereof to Seller. Upon delivery of such notice of termination, this Agreement shall terminate, the Exxxxxx Money shall be paid to Purchaser (less the Independent Consideration), and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. 5.3.3 If Seller timely notifies Purchaser that Seller does not intend to attempt to cure any Objection, or if Seller is deemed to have elected not to cure any Objection, or if Seller notifies Purchaser of Seller’s election to cure any Objection and Seller later notifies Purchaser that Seller has failed or will be unable to effect a cure thereof, then in any such case Purchaser shall have until the Due Diligence Deadline earlier of three (3) days after receiving Seller's notice or the date of Seller's deemed election, as applicable, to notify Seller in writing of any Title Objections. If Buyer fails whether Purchaser shall elect to notify Seller of any Title Objections on accept the conveyance under Section 5.3.2(a) above, or before such date, then, notwithstanding any other provisions set forth herein, such to terminate this Agreement under Section 5.3.2(b) (with Purchaser’s failure to notify provide such a notice deemed an election by Purchaser to terminate this Agreement under Section 5.3.2(b)). 5.3.4 Seller shall constitute a waiver of such have no obligation to cure any Objections, except (and notwithstanding anything herein to the contrary) Seller agrees to cause to be released at or prior to Closing (with Seller having the right to object apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Property free and clear of: (a) any mortgages or deeds of trust recorded against the Property created by, through or under Seller and (b) any mechanics’ or materialmen’s liens in an aggregate amount not to such matters existing as of exceed $100,000.00 recorded against the Property created by, through or under Seller (but expressly excluding any mechanics’ or materialmen’s liens created by, through or under tenants) (collectively, the "Required Monetary Liens"). Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date and disclosed without Purchaser's prior written consent (if requested, such consent shall not be unreasonably withheld or delayed prior to the end of the Inspection Period, but thereafter may be withheld in Purchaser’s sole discretion ) (collectively, the "Voluntary Encumbrances"). The term "Permitted Exceptions" shall mean: (i) the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller that the Title Company has elected to Remove, or to cause the Company to Remove, any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined not agreed to remove such from the Title Objections Commitment as of the end of the Inspection Period and that Seller is not required to remove as provided above; (other than Required Removal Items). If Seller ii) matters created by, through or under Purchaser; (iii) items shown on the Survey which have not been removed as of the end of the Inspection Period (or if Purchaser does not covenant in writing obtain a Survey, all matters that a current, accurate survey of the Property would show); (iv) real estate taxes not yet due and payable; (v) rights of tenants under the Leases, as tenants only, without purchase options or rights of first refusal to Buyer that Seller will Remove, purchase; (vi) rights of tenants or cause the Company to Remove, the Title Objections prior to Closing licensees under License Agreements; and (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (avii) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions licensees under any Service Contracts not terminated as of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PriceClosing.

Title and Survey Objections. If any exceptions or matters appear in the Title Commitment, Title Documents or Survey that Buyer shall have until determines are unacceptable to it or that would interfere with Buyer's intended use of the Due Diligence Deadline Property, or that result in title to notify the Property not being marketable and insurable, then Buyer must, within the Inspection Period, provide written notice to Seller in writing and Title Company of any Title Objectionssuch unacceptable exception(s) or matter(s). If Buyer fails to notify disapprove an item reflected therein by written notice received by Seller of any and Title Objections on or before such dateCompany within the Inspection Period, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined approved such item. Seller may, at Seller's option, attempt to remove eliminate or modify such Title Objections unacceptable exceptions or matters to the reasonable satisfaction of Buyer, although Seller shall not be obligated to do so. Seller has no obligation to endeavor to cure any title or survey objection raised by Buyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure an unacceptable exception. If Seller elects to attempt to cure an unacceptable exception, Seller shall notify Buyer of such election within two (other than Required Removal Items2) days after the expiration of the Inspection Period (the "Election Period"); provided, however, if Seller is unable to cure an unacceptable exception within twenty (20) days after Seller's receipt of Buyer's objections then this Agreement shall automatically terminate, and the Xxxxxxx Money shall be refunded to Buyer. If Seller does not covenant in writing to notify Buyer that Seller will Remove, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such timeto attempt to cure an unacceptable exception prior to the expiration of the Election Period, it this Agreement shall automatically terminate at the end of the Election Period and the Xxxxxxx Money shall be returned to Buyer. The standard printed exceptions in the Title Commitment described in Section 2.15, and all matters shown on the Title Commitment and Survey which Buyer approves or is deemed to have elected approve pursuant to Terminate this Agreement. Any such Title Objection so waived by Buyer Section 6.3, shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PriceExceptions.

Title and Survey Objections. Buyer shall have until the Due Diligence Deadline date that is ten (10) days following its receipt of the Commitment and Survey within which to notify Seller object, in writing of writing, to any title defect reflected in the Commitment or the Survey (the “Title ObjectionsObjection Period”). If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right fail to object in writing to such matters existing as of the Effective Date and disclosed any matter contained in the Title Commitment or Survey. Seller shall notify the Survey within the Title Objection Period, Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined waived the right to remove such Title Objections object to that matter. The matters provided for in this Agreement and all matters contained in the Commitment to which Buyer does not object in writing shall be permitted exceptions hereunder (other than Required Removal Itemsthe “Permitted Exceptions”). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, within the Title Objections prior Objection Period, Buyer notifies Seller of any objection, Seller shall have, at its option and without any obligation to Closing do so, fifteen (other than Required Removal Items)15) days (the “Title Curative Period”) in which to elect to cure or remove same. If Seller elects not to cure or remove such objections, Seller shall give written notice thereof to the Buyer during the Title Curative Period, whereupon the Buyer shall have until the Closing Date option to elect in writing, either be exercised within five (5) business days after Buyer’s receipt of such notice to (ai) Terminate cancel this AgreementAgreement and, and subject to the parties shall have no further rights or obligations terms of Paragraph 11 below, recover all of the Deposit paid hereunder, except for those which expressly survive any such termination, ; or (bii) waive its Title Objections (other than Required Removal Items) the objections and proceed with close without any reduction in the transaction pursuant to the remaining terms and conditions of this AgreementPurchase Price. If Buyer fails to give Seller notice of its election by such timewaives any objections, it then those objections shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PriceExceptions.

Title and Survey Objections. The Parties acknowledge that except for the representations set forth in Section 8, the sale of the Property contemplated by this Agreement shall be “as-is,” subject to the Permitted Exceptions (as defined below). If there are exceptions to title set forth in the Title Commitment or Survey which are not acceptable to Buyer (the “Title Objections”), Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver objections within twenty (20) days of such right to object to such matters existing as its receipt of the Effective Date and disclosed in the Title Commitment or Survey. If Buyer fails to deliver Title Objections within such twenty (20) day period, it shall be conclusively presumed that Buyer approves of the Title Commitment and/or Survey or has waived its right to make a Title Objection to any matters set forth thereon (the “Permitted Exceptions”). If Buyer timely delivers Title Objections, Seller shall notify use commercially reasonable efforts to assist Buyer within three (3) Business Days of its receipt of such notice if in curing the same, but, except for Monetary Liens and the Co-Tenancy Agreement, Seller has elected shall not be required to Removeincur any liability or obligation, or to cause the Company to Remove, pay any amounts in connection with such Title Objectionscure. If all Title Objections which do not constitute Monetary Liens and the Co-Tenancy Agreement are not cured prior to the end of the Due Diligence Period (or Seller fails has not committed in writing to respond within such timeframe, Seller shall be deemed to have declined to remove cure such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Itemsat Closing), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any waive such termination, or (b) waive its Title Objections and take the Property subject thereto (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by in which case such time, it Title Objections shall be deemed Permitted Exceptions), or to have elected to Terminate terminate this Agreement. Any ; provided, however, that in the event such Title Objection so waived by a termination occurs, Buyer shall be deemed to constitute receive a Permitted Title Exception and refund of the Closing shall occur Xxxxxxx Money and, except as herein provided without any reduction of or credit against the Purchase Price.otherwise set forth in this

Title and Survey Objections. Buyer shall have until ten (10) days prior to the Due Diligence Deadline to notify Seller in writing of any Title Objections; any such notice shall be accompanied by the Title Commitment and Survey and any other materials which evidence or disclose such objections to title. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or SurveyDate. Seller shall notify Buyer within three five (35) Business Days days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, Remove the Title Objections prior to Closing (other than Required Removal Items)Closing, Buyer shall have until the Closing Date Due Diligence Deadline to elect in writing, either to (a) Terminate terminate this Agreement, in which case the Deposit shall be returned to Buyer, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreementthe option contained in clause (b) above. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Buyer Within fifteen (15) days after the receipt of the latter of the Survey or the Title Commitment, but in no event after the date that is ten (10) days prior to the expiration of the Inspection Period (as defined below), Purchaser shall have until the Due Diligence Deadline to notify provide Seller in writing with notice of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions matters set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or SurveySurvey which are unacceptable to Purchaser which matters shall be referred to herein as "Title Defects". Matters set forth in the Title Commitment or Survey to which Purchaser does not timely object, all real property ad valorem taxes, general or special assessments and other charges applicable to the Property and all matters that would be revealed by an accurate survey or physical inspection of the Property shall be referred to collectively herein as the "Permitted Exceptions". Seller shall notify Buyer within three have five (35) Business Days of its days after receipt of such the aforesaid notice if Seller has elected from Purchaser within which to Remove, or elect (in the sole discretion of Seller) to cause the Company utilize its best efforts to Remove, any cure such Title ObjectionsDefects to the satisfaction of the Purchaser and the Title Company prior to the Closing Date (which cure shall be a condition to the closing). If Seller fails Seller's failure to respond within such timeframe, Seller elect to cure the Title Defects shall be deemed to have declined be an election by Seller not to remove cure such Title Objections Defects; provided, however, that Seller shall be required to cure any mortgages and mechanic's liens against the Propertythat have been caused by Seller. In the event Seller elects not to cure any Title Defect within such five (5) day period, then Purchaser may, at its option (i) terminate this Agreement, whereupon the Agreement shall be deemed null and void and of no force and effect, and no party hereto shall have any further rights, obligations or liability hereunder (other than Required Removal ItemsPurchaser's obligations under Section 4.A.); or (ii) accept title to the Property subject to such Title Defect without an adjustment to the Purchase Price. Purchaser, at its option and upon written notice to Seller, may extend the last day permitted for Closing until the earlier of (a) the curing of the Title Defect so long as same is diligently pursued to completionor (b) thirty (30) days from the last day permitted for Closing. If any Title Defect shall not have been cured within such period, Purchaser may exercise its option under item (i) or (ii) above. At Closing, Seller does not covenant in writing shall provide the Title Company with such affidavits or other documents as are necessary to Buyer that Seller will Remove, or cause enable the Title Company to Removeremove any exceptions from the Title Policy relating to mechanic's liens for work done during the ownership of the Property by Seller. If, after the expiration of the Inspection Period, the Title Objections Company delivers to the parties written notice of (A) any new matters not reflected in theTitle Commitment (including, without limitation, the refusal of the Title Company to provide insurance coverage against any gap, overlap, boundary dispute, hiatus or encroachment identified on the Survey which affects the Property or any adjacent properties but excluding any matters created by Purchaser) or (B) the Title Company's refusal to remove the General Sovereignty Lands Exception (if such a refusal was not given prior to Closing the end of the Inspection Period), then Purchaser may, at its option (i) terminate this Agreement, whereupon the Agreement shall be deemed null and void and of no force and effect, and no party hereto shall have any further rights, obligations or liability hereunder (other than Required Removal ItemsPurchaser's obligations under Section 4.A.), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, ; or (bii) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant accept title to the remaining terms and conditions of this Agreement. If Buyer fails Property subject to give Seller notice of its election by such time, it shall be deemed new matters without an adjustment to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Buyer shall have until ten (10) days prior to the Due Diligence Deadline to notify Seller in writing of any Title Objections; any such notice shall be accompanied by the Title Commitment and Survey and any other materials which evidence or disclose such objections to title. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or SurveyDate. Seller shall notify Buyer within three five (35) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, Remove the Title Objections prior to Closing (other than Required Removal Items)Closing, Buyer shall have until the Closing Date Due Diligence Deadline to elect in writing, either to (a) Terminate terminate this Agreement, in which case the Deposit shall be returned to Buyer and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction Transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreementthe option contained in clause (b) above. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Buyer A. Purchaser will be entitled to object to any exceptions to title disclosed in the Title Commitment or matters affecting title reflected on the Survey (“Exceptions”), in its sole discretion, by a written notice of objections delivered to Seller on or before expiration of the Title and Survey Objection Deadline. If Purchaser fails to deliver to Seller a notice of objections on or before the Title and Survey Objection Deadline, Purchaser will be deemed to have waived any objection to all Exceptions and thereafter all Exceptions shall be deemed to be Permitted Exceptions. B. Seller will have until thirty (30) days from the Due Diligence Deadline receipt of Purchaser’s notice of objections either to notify obtain, as applicable, the issuance of an endorsement to the Title Commitment or a revision to the Survey removing such Exceptions or, if acceptable to Purchaser, to obtain affirmative title insurance protection for such Exceptions satisfactory to Purchaser in Purchaser’s sole discretion. If Seller fails either to provide for the removal of such Exceptions or to obtain affirmative title insurance protection for such Exceptions satisfactory to Purchaser in Purchaser’s sole discretion within such thirty (30) day period, then this Agreement may be terminated by written notice to Seller at any time prior to the Closing. Upon delivery of such termination notice by Purchaser, this Agreement will automatically terminate, the Deposit will be immediately returned to Purchaser, and the parties will be released from all further obligations under this Agreement other than the obligations which, by their terms, survive the termination of this Agreement. If Purchaser fails to terminate this Agreement in the manner set forth above, all Exceptions referred to in Purchaser’s notice of objections will be deemed to be Permitted Exceptions, and this Agreement will remain in full force and effect. If Purchaser waives in writing its objection to any matters described in the notice of objections, such matters will be deemed to be Permitted Exceptions. C. If any endorsement or update issued to the Title ObjectionsCommitment or Survey contains Exceptions other than those in the Title Commitment or Survey, Purchaser will be entitled to object to any such Exceptions by a written notice of objections to Seller on or before the date fifteen (15) days following Purchaser’s receipt of such endorsement or update. If Buyer Purchaser fails to notify deliver to Seller a notice of any Title Objections objections on or before such date, thenPurchaser will be deemed to have waived any objection to matters appearing on such endorsement or update, notwithstanding any other provisions and thereafter all such Exceptions will be deemed to be Permitted Exceptions. Otherwise, the parties will follow the process set forth hereinabove for handling any notice of objections delivered to Seller hereunder. D. On the Closing Date, such failure to notify Seller shall constitute a waiver of such right cause Title Company to object commit to such matters existing as of the Effective Date issue an owner's title insurance policy pursuant to and disclosed in accordance with the Title Commitment or Survey. Seller shall notify Buyer within three Commitment, insuring in Purchaser fee simple title to the Property and the easements which benefit the Property, subject only to the Permitted Title Exceptions, together with the Title Endorsements and extended coverage over all general exceptions (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such "Title ObjectionsPolicy"). If Seller fails to respond within remove any lien or encumbrance of a definite or ascertainable monetary amount, Purchaser shall have the right to (i) deduct from the Purchase Price amounts secured by any such timeframelien or encumbrance, Seller shall be deemed to have declined to remove such or (ii) cause Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive issue its endorsement insuring against damage caused by any such termination, or (b) waive its Title Objections (other than Required Removal Items) exception and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against deduct from the Purchase PricePrice the cost of the premiums and security provided for said endorsement, as the case may be.

Title and Survey Objections. Buyer A. On or before June 10, 2004, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”), an owner’s title insurance commitment (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”), Purchaser shall deliver to Seller a statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter defined), and Seller shall have until a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the Due Diligence Deadline event that Purchaser does not send to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding the Out Date a statement of any other provisions set forth hereintitle or survey objections, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such Title Objections. If Seller fails to respond within such timeframe, Seller conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have declined the right to remove such Title Objections (other than Required Removal Items)make any title or survey objections after the Out Date except as provided in Section III B hereof. If Seller does not covenant in writing to Buyer In the event that Seller will Removefails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or cause the Company to Removeeffect, the Title Objections prior to Closing (other than Required Removal Items), Buyer and neither Purchaser nor Seller shall have until the Closing Date to elect in writingany further rights, either to (a) Terminate this Agreementduties, and the parties shall have no further rights liabilities or obligations hereunder, to the other by reason hereof except for those which expressly survive any such terminationthe Inspection Indemnity (hereinafter defined), or (bii) waive its Title Objections (other than Required Removal Items) such objections and proceed with consummate the transaction pursuant to contemplated herein without reduction of the remaining terms and conditions of this AgreementPurchase Price. If Buyer fails to give Purchaser does not provide Seller written notice of its Purchaser’s election by such timeas above provided, it then Purchaser shall be deemed to have elected to Terminate this Agreementwaive such objections as provided in the aforesaid item (ii). Any such Title Objection so waived by Buyer shall be deemed In no event will Purchaser have the right to constitute a Permitted Title Exception object to, and in no event will Seller have any obligation to cure, any of the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.title or

Title and Survey Objections. Buyer A. Seller shall deliver to Purchaser within seven (7) days after the Effective Date an owner’s title insurance commitment using the ALTA Form B on the 1970 form as amended in 1984 (the “Commitment”) issued by Chicago Title Insurance Company (herein in this capacity referred to as the “Title Company”), committing to issue to Purchaser an owner’s title insurance policy in the amount of the Purchase Price, together with legible copies of all matters referred to therein as exceptions to title. On or before May 26, 2004 (the “Out Date”), Purchaser shall deliver to Seller a statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter defined), and Seller shall have until a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the Due Diligence Deadline event that Purchaser does not send to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding the Out Date a statement of any other provisions set forth hereintitle or survey objections, such failure conclusively shall be deemed to notify Seller mean that Purchaser had no such objections and Purchaser shall constitute a waiver of such not have the right to object to such matters existing make any title or survey objections after the Out Date except as of provided in Section III B hereof. In the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such Title Objections. If event that Seller fails to respond cure such objections within such timeframefive (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have declined elected to remove waive such Title Objections objections as provided in the aforesaid item (other than Required Removal Itemsii). If In no event will Purchaser have the right to object to, and in no event will Seller does have any obligation to cure, any of the title or survey matters described on Exhibit B attached hereto and by this reference incorporated herein (hereinafter collectively referred to as the “Permitted Exceptions”). As used herein, the term “Survey” shall mean a recertification in favor of Purchaser of that certain ALTA/ACSM Land Title Survey for Primary Capital Advisors, LC, Federal Home Loan Mortgage Corporation, Xxxxxxx Properties, Residential, L.P. & Commonwealth Land Title Insurance Company, prepared by Rochester & Associates, Inc., bearing the seal and certification of Xxxxx X. Xxxxx, Georgia Registered Land Surveyor No. 2298, dated July 1, 1999, last revised December 12, 2000. B. Purchaser shall have the right to have its title examination and Survey updated until the Closing Date, and if any such update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not covenant listed in writing the Commitment, as to Buyer that Seller will Removetitle matters, or cause which were not shown on the Company Survey, as to Remove, the Title Objections prior survey matters (any such new matter being referred to Closing (other than Required Removal Itemsas a “new objection”), Buyer Purchaser shall deliver to Seller a statement of any such new objections and Seller shall have until the Closing Date to elect in writingcure all such new objections. In the event that Seller fails to cure such new objections on or before the Closing Date (i) Purchaser may terminate this Agreement by written notice to Seller and Escrow Agent given on or before the Closing Date, either to (a) Terminate this Agreementwhereupon Purchaser shall receive a full refund of the Deposit from Escrow Agent, and the parties thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have no any further rights rights, duties, liabilities or obligations hereunder, to the other by reason hereof except for those which expressly survive any such terminationthe Inspection Indemnity, or (bii) Purchaser may cure any such new objections voluntarily created by Seller subsequent to the Effective Date which can be cured by payment of a liquidated amount of money and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive its Title Objections (other than Required Removal Items) such objections and proceed with consummate the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as contemplated herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. If Buyer shall have until objects to any matter relating to the Due Diligence Deadline Title Commitments or Surveys, Buyer may give notice to notify Seller in writing of any Title ObjectionsParties specifying such objections not later than thirty (30) days after the Effective Date (the “Title/Survey Objection Date”). If Buyer fails to notify does make written objection, then Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller Parties shall notify Buyer in writing whether Seller Parties will cause the removal of any such matters from title or the Surveys, as the case may be; provided, however, that except with respect to monetary liens or monetary encumbrances (which must be paid from the sales proceeds and released of record at Closing or provision made for delayed receipt of release documents as may be satisfactory to the Title Company, Buyer and Lender), Sellers shall be under no obligation to cause the removal of such matters. If Seller Parties elect not to cause such matters to be removed, or fail to provide Buyer with a notice within three five (35) Business Days days after receipt of its Buyer’s objections that Seller Parties will or will not cause the removal of such matters, then Buyer (i) may, provided a Termination Event as defined in Section 5.2(e) has occurred, exercise a Partial Termination Right as to the affected Property or Properties, or if there is more than one Property suffering from a material title or survey defect, terminate this Agreement as to all the Properties at Buyer’s election, all in the same manner as provided in Section 5.2 with respect to an Agreement Termination Right or Partial Termination Right, as the case may be, or (ii) may elect, by written notice given to Seller Parties, to take title to the Properties as it then is without any set-off or deduction of any kind against the Purchase Price. If Seller Parties do not receive written notice of Buyer’s election to terminate this Agreement within ten (10) days after Buyer’s receipt of such notice if from Seller has elected to RemoveParties (or the expiration of the ten (10) day period, or to cause as the Company to Removecase may be), any such Title Objections. If Seller fails to respond within such timeframe, Seller then Buyer shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does conclusively presumed not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate take title as it then is, and this AgreementAgreement shall terminate. Any In the event that Seller Parties elect to cure any title or survey matter to which Buyer has objected, then the parties agree to postpone the Closing Date for a reasonable period, not to exceed thirty (30) days, if required to enable Seller Parties to complete the cure of such Title Objection so waived matter. The parties agree to discuss any survey or title objections identified by Buyer shall be deemed hereunder and to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Priceuse reasonable efforts to resolve such issues.

Title and Survey Objections. Buyer shall have until the Due Diligence Deadline to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until five (5) days prior to the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Buyer Within five (5) Business Days after Purchaser receives the last of the Title Commitment, the Title Documents, and the Survey, Purchaser shall have until deliver to Seller a list of any objections to title and survey matters with respect to the Due Diligence Deadline Premises (the “Title Objections”). Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, Seller shall notify Seller Purchaser in writing of any Title ObjectionsObjections which Seller either refuses to cure or is unable to cure in the manner specified in Purchaser’s notice, provided that Seller shall be obligated to cure the Title Objections described in the immediately preceding sentence. If Buyer fails In addition, notwithstanding anything contained herein to notify the contrary, at the Closing, Seller shall pay all Taxes assessed against the Premises which are due and payable at the time of the Closing. Purchaser shall have the right, by giving notice to Seller within five (5) Business Days after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Title Objections on in the manner specified in Purchaser’s notice, to: (i) terminate this Agreement, or before such date(ii) elect to proceed pursuant to this Agreement, then, notwithstanding any other provisions set forth herein, such failure to notify Seller shall constitute a waiver of such right to object thereby waiving its objection to such Title Objections described in Seller’s notice. For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters existing as of the Effective Date and that are disclosed in by the Title Commitment or Survey. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the Company to Remove, any such as set forth on Exhibit C and are not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Seller fails Purchaser terminates this Agreement pursuant to respond within such timeframethis Section 5.2, Seller then the Xxxxxxx Money shall be deemed promptly paid to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will RemovePurchaser, or cause the Company to Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer and neither party shall have until the Closing Date to elect in writing, either to (a) Terminate this Agreement, and the parties shall have no any further rights or obligations hereunderunder this Agreement, except for those which rights and obligations that expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions a termination of this Agreement. If Buyer fails Purchaser terminates this Agreement pursuant to give this Section 5.2, Seller notice shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to direct the Escrowee shall survive the termination of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Buyer Within ten (10) days of receipt of the Commitment and Survey, Purchaser shall have until the Due Diligence Deadline to notify Seller in writing of any Title matters identified in the Commitment or Survey which Purchaser disapproves ("Objections"). If Buyer fails to notify Seller of any Title Objections on Any title or before such date, then, notwithstanding any other provisions survey matter that is set forth hereinin the Commitment or shown on the Survey, such failure but not timely objected to notify Seller shall in writing by the Purchaser, will be conclusively deemed approved by Purchaser and will constitute a waiver "Permitted Exception" hereunder. Within five (5) days of such right to object to such matters existing as Seller's receipt of the Effective Date and disclosed in the Title Commitment or Survey. Purchaser's Objections, Seller shall notify Buyer within three (3) Business Days Purchaser in writing of its receipt of any such notice if Objections that Seller has elected to Remove, is unable or unwilling to cause to be removed or insured over prior to or at the Company to Remove, any such Title ObjectionsClosing. If Seller fails to does not respond within such timeframefive (5) day period, Seller shall be deemed to have declined elected to remove cure such Title Objections (other than Required Removal Items)Objections. If Seller does not covenant in writing agree to Buyer that cure the Objections, Purchaser shall elect, by giving written notice to Seller will Removeand Escrow Agent within five (5) days after receipt of Seller's notice, to either (i) terminate this Agreement and obtain a refund of the Xxxxxxx Money Deposit, or cause (ii) waive its Objections, in which case the Company same will be deemed to Remove, the Title Objections prior be Permitted Exceptions under this Agreement. If Purchaser elects to Closing (other than Required Removal Items), Buyer shall have until the Closing Date to elect in writing, either to (a) Terminate terminate this Agreement, the Xxxxxxx Money Deposit shall be immediately returned to Purchaser (along with any interest accrued thereon), and the parties neither Party shall have no any further rights or obligations hereunder, under this Agreement except for those which rights and obligations that expressly survive any such termination. Notwithstanding the foregoing, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception solely responsible for the payment or other satisfaction and discharge of record at or before the Closing shall occur as herein provided without any reduction of or credit all liens and encumbrances against the Purchase PriceProperty and objected to by Purchaser which can be removed by the payment of money.

Title and Survey Objections. Buyer A. Seller shall deliver to Purchaser within two (2) days after the Effective Date, the Survey (hereinafter defined), and an ALTA owner’s title insurance commitment (the “Commitment”) issued by Chicago Title Insurance Company (herein in this capacity referred to as the “Title Company”), committing to issue to Purchaser an owner’s title insurance policy in the amount of the Purchase Price, together with legible copies of all matters referred to therein as exceptions to title. On or before April 28, 2008 (the “Title Objection Date”), Purchaser shall deliver to Seller a statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter defined), and Seller shall have until a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the Due Diligence Deadline event that Purchaser does not send to notify Seller in writing of any Title Objections. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding the Title Objection Date a statement of any other provisions set forth hereintitle or survey objections, such failure conclusively shall be deemed to notify Seller mean that Purchaser had no such objections and Purchaser shall constitute a waiver of such not have the right to object to such matters existing as of the Effective Date and disclosed in make any title or survey objections after the Title Commitment or SurveyObjection Date except as provided in Section III B hereof. Seller shall notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause In the Company to Remove, any such Title Objections. If event that Seller fails to respond cure such objections within such timeframefive (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent given within two (2) days after the end of such five (5) day period, to either (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have declined elected to remove waive such objections as provided in the aforesaid item (ii) and the exceptions set forth on the Commitment shall be deemed “Permitted Exceptions”. As used herein, the term “Survey” shall mean that certain ALTA/ACSM Land Title Objections (other than Required Removal Items). If Seller does Survey of Abbotts Bridge Townhomes-Phase I and Addison Pxxxx Xxxxxxxxxx-Xxxxx 0 prepared for Rxxxxxx Properties Residential, L.P. and Chicago Title Insurance Company, last revised March 14, 2008, prepared by Wxxxx & Bxxxxxxx Engineers, Inc., V.T. Hxxxxxx, Georgia Registered Land Surveyor #2554. B. Purchaser shall have the right to have its title examination and Survey updated until the Closing Date, and if any such update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not covenant listed in writing the Commitment, as to Buyer that Seller will Removetitle matters, or cause which were not shown on the Company Survey, as to Remove, the Title Objections prior survey matters (any such new matter being referred to Closing (other than Required Removal Itemsas a “new objection”), Buyer Purchaser shall deliver to Seller a statement of any such new objections and Seller shall have until the Closing Date to elect in writingcure all such new objections. In the event that Seller fails to cure such new objections on or before the Closing Date (i) Purchaser may terminate this Agreement by written notice to Seller and Escrow Agent given on or before the Closing Date, either to (a) Terminate this Agreementwhereupon Purchaser shall receive a full refund of the Deposit from Escrow Agent, and the parties thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have no any further rights rights, duties, liabilities or obligations hereunder, to the other by reason hereof except for those which expressly survive any such terminationthe Inspection Indemnity, or (bii) Purchaser may cure any such new objections voluntarily created by Seller subsequent to the Effective Date which can be cured by payment of a liquidated amount of money and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive its Title Objections (other than Required Removal Items) such objections and proceed with consummate the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as contemplated herein provided without any reduction of or credit against the Purchase Price.