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 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 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 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 Remove, or cause the Company to 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 acknowledges that it has received and has reviewed the Title Report and Survey. Buyer agrees that its agreement to acquire the Property at Closing in its “AS IS” condition as set forth in Section 4.4 hereof shall include its agreement to acquire the Property subject to (and only to) the Permitted Title Exceptions. After the Effective Date and prior to the Closing Date, Buyer shall have until the Due Diligence Deadline right to notify Seller in writing of any Title Objections. If Buyer fails Objections first identified in any update to notify Seller either the Title Report or the Survey received after the Effective Date, any such notice shall be accompanied by a copy of any Title Objections on or before such date, then, notwithstanding update and any other provisions set forth herein, materials which evidence or disclose such failure objections 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 Surveytitle. Seller shall notify Buyer within three five (35) Business Days of its Seller’s receipt of such notice if Seller has elected elects to Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove Remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove the Title Objections prior to Closing (other than Required Removal Items)Closing, Buyer shall have until five (5) Business Days after the applicable Closing Date date Buyer receives Seller’s notice of election (or deemed election) not to Remove any Title Objections to elect in writing, either to (ai) Terminate this Agreement, and thereafter designate the parties shall have no further rights or obligations hereunder, except for those which expressly survive any Parcel affected by such terminationTitle Objection as a Terminated Parcel, or (bii) waive its such Title Objections Objection (other than Required Removal Items) and take title to the Parcel affected by such Title Objection subject to such uncured Title Objection and proceed with to acquire the transaction Parcel 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 (i) 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 Aggregate Purchase Price. However, Schedule F sets forth (i) a list of title documents set forth or otherwise referenced in the Title Report that Buyer has not yet received and (ii) a list of potential encroachments or other matters raised in the Title Report that have not yet been plotted on the Survey. Notwithstanding anything in this Section 4.3(A) to the contrary, if (x) after the Effective Date, Buyer is provided with any title document listed on Schedule F or an update to the Survey plotting any of the potential encroachments listed on Schedule F, and (y) Buyer determines, in its reasonable judgment, that same shall have a material adverse effect on Buyer or the Property, then Buyer shall have the right to notify Seller thereof within three (3) Business Days, whereupon such notice shall be considered a timely Title Objection despite such matter having been first identified prior to the Effective Date and the foregoing procedures and rights and obligations of the parties set forth above in this Section 4.3(A) shall apply.

Title and Survey Objections. Buyer shall have until fifteen (15) Business Days from the Due Diligence Deadline respective date that all of the As-Built Survey, Commitment and Title Documents are provided within which to notify Seller in writing of any Title Objectionsapprove or disapprove the Commitment and the As-Built Survey (the "APPROVAL PERIODS"), such approvals or disapprovals to be within Buyer's sole discretion. If Buyer fails to notify disapprove any such item by written notice to Seller and the Title Company within /s/ JL /s/ [ILLEGIBLE] Purchase and Sale Agreement XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer either respective Approval Period, Buyer shall be deemed to have approved such item. Buyer shall give Seller written notice of any Title Objections its objections to the Commitment and As-Built Survey (the "TITLE AND SURVEY OBJECTIONS") within the respective Approval Period. Buyer is deemed to object to all matters listed on or before such dateSCHEDULE C of the Commitment. All monetary encumbrances other than non-delinquent ad valorem property taxes and installments of assessments not yet payable will be deemed disapproved, then, notwithstanding any other provisions except for taxes which are to be paid and/or prorated at closing pursuant to this Agreement. All of the exceptions set forth hereinon the Commitment that are approved by Buyer or which are deemed to be approved by Buyer shall constitute the "PERMITTED EXCEPTIONS." If Buyer disapproves any item on the Commitment or As-Built Survey by written notice to Seller and the Title Company during the respective Approval Period, Buyer may terminate this Agreement (in which event, if exercised, the Earnest Money immediately shall be returned to Buyer), unless Sellex (xxxxout any obligation to do so) cures Buyer's objection to such item within fifteen (15) days after Seller actually receives Buyer's written notice of disapproval or, if sooner, by the Closing Date. In the event Seller elects not to cure, or for any reason fails to satisfy, any one or more of Buyer's objections pursuant to this SECTION 5, such failure to notify Seller shall constitute a waiver not be an event of default by Seller, but in such right to object to such matters existing as of the Effective Date and disclosed in the Title Commitment or Survey. event Seller shall notify Buyer within three in writing of such election (3the "ELECTION NOTICE") and request that Buyer waive Buyer's right to terminate this Agreement due to such objection(s). Buyer shall thereafter have five (5) Business Days of its after receipt of such notice if Seller has elected the Election Notice within which to Remove any such Title Objectionswaive its termination right or to terminate this Agreement. If Seller In the event Buyer fails to respond within such timeframefive (5) day period, Seller shall Buyer will be deemed to have declined waived and accepted all uncured and unsatisfied Title and Survey Objections, which together with the other Permitted Exceptions described herein and all the exceptions to remove such Title Objections (other than Required Removal Items)to which Buyer has not objected, shall thereafter constitute the Permitted Exceptions. If Seller does not covenant Notwithstanding anything to the contrary in writing to Buyer that Seller will 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 Seller shall have no further rights remove from title on 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 before the Closing shall occur as herein provided without any reduction of or credit Date all monetary encumbrances, and all judgments, if any, against the Aggregate Purchase PriceSeller.

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 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 the Title Objections prior to Closing (other than Required Removal Items)Closing, Buyer shall have until the applicable 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 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 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 Aggregate 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 any such the "Title ObjectionsPolicy"). If Seller fails to respond within such timeframeremove any lien or encumbrance of a definite or ascertainable monetary amount, 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 the Title Objections prior to Closing (other than Required Removal Items), Buyer Purchaser shall have until the applicable Closing Date to elect in writing, either to right to (ai) Terminate this Agreement, and thereafter deduct from the parties shall have no further rights or obligations hereunder, except for those which expressly survive Purchase Price amounts secured by any such terminationlien or encumbrance, or or (bii) waive cause Title Company to issue its Title Objections (other than Required Removal Items) endorsement insuring against damage caused by any such exception and proceed with deduct from the transaction pursuant to Purchase Price the remaining terms cost of the premiums and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such timesecurity provided for said endorsement, 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 as the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase Pricecase may be.

Title and Survey Objections. Buyer A. On or before the thirtieth (30th) day after the Effective Date (the “Title and Survey Objection Date”), Purchaser, at Purchaser’s sole cost and expense, shall have until obtain a current and accurate ALTA/ACSM survey of the Due Diligence Deadline Land (the “Survey”) certified to notify Seller Seller, Purchaser and the Title Company by a licensed Georgia surveyor, showing the boundaries of the Land, and containing a complete legal description of the Land (including the number of acres to the nearest 1/100th of an acre and the square feet contained therein). B. Purchaser, at Purchaser’s sole cost and expense, on or before the Title and Survey Objection Date, shall obtain from Chicago Title Insurance Company (herein in writing this capacity referred to as the “Title Company”), an owner’s title insurance commitment (the “Commitment”), together with legible copies of any all matters referred to therein as exceptions to title. On or before the Title Objections. If Buyer fails to and Survey Objection Date, Purchaser shall notify Seller of any Title Objections on objections as to the Survey and title to the Land. Seller, at Seller’s expense, shall have up to ten (10) days immediately following said notice (the “Seller’s Response Period”) to cure or before agree to cure any title defects or Survey objections; provided, however, Seller shall have no obligation to cure any title defects or Survey objections, except as specifically required in Sections III C, D and E. Seller shall, within Seller’s Response Period, notify Purchaser in writing whether or not Seller will agree to cure such date, then, notwithstanding any other provisions set forth hereinobjections by the Closing Date (and if Seller does agree to cure, such failure to notify agreement by Seller shall constitute thereupon become a waiver covenant 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 any such Title Objectionsunder this Agreement). 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 cure or agree in writing to Buyer that cure all of Purchaser’s objections within Seller’s Response Period, then Purchaser shall elect by written notice to Seller will Remove given on or before five (5) days after the Title Objections prior end of Seller’s Response Period to Closing either (other than Required Removal Items), Buyer shall have until i) terminate this Agreement and receive a full refund of so much of the applicable Closing Date to elect in writing, either to (a) Terminate this AgreementDeposit as is then held by Escrow Agent, and thereafter the parties 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 matters that specifically survive any such the termination, or (bii) waive its Title Objections (other than Required Removal Items) such objections and proceed with consummate the transaction pursuant contemplated herein without reduction of the Purchase Price. Any title matters set forth in the Commitment and not timely objected to the remaining terms and conditions of by Purchaser shall be deemed approved by Purchaser under this Agreement. 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 terminate this Agreement as provided in the aforesaid item (i). Those documents of record shown on the Survey or revealed in the Commitment to which Purchaser fails to object or which Purchaser accepts as provided for above and those matters set forth on Exhibit B attached hereto and made a part hereof which encumber the Property at Closing shall be the “Permitted Exceptions” for the purpose of this Agreement. C. Purchaser, at Purchaser’s sole cost and expense, shall have the right to have its title examination and the Survey updated through the Closing Date (hereinafter defined), and if any such update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not listed in the Commitment, as to title matters, or which were not shown on the Survey, as to survey matters (any such new matter being referred to as a “New Objection”), Purchaser shall deliver to Seller a statement of any such New Objections and Seller shall have until the Closing Date to cure all such New Objections. Any If Seller fails to cure such Title New Objections on or before the Closing Date and provided that such New Objection so waived was created by Buyer Seller after the Effective Date, (i) Purchaser may terminate this Agreement by written notice to Seller given on or before the Closing Date, whereupon Purchaser shall receive from Escrow Agent a full refund of the Deposit, and thereafter this Agreement shall be deemed 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 constitute the other by reason hereof except for those matters that specifically survive such termination, or (ii) if such New Objections created by Seller may be cured by the payment of a Permitted Title Exception liquidated amount of money, Purchaser may cure such New Objections created by Seller after the Effective Date, any objections Seller agreed to cure and failed to do so and any matters set forth in Section III D herein and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive such New Objections and consummate the transaction contemplated herein without reduction of the Purchase Price. D. Notwithstanding anything to the contrary contained in this Agreement, on or before the Closing, Seller shall be required to cure (i) any mortgages, deeds of trust, liens or other monetary encumbrances affecting the Property created by Seller; and (ii) any objections that Seller agrees to cure pursuant to Section III B above. E. Anything contained in the foregoing Sections III C and D to the contrary notwithstanding, Seller shall have the right between the Effective Date and the Closing Date to encumber the Property with a new Deed to Secure Debt or like encumbrance securing indebtedness of Seller in an amount not to exceed Eight Million and No/100 Dollars ($8,000,000.00) (a “New Mortgage”) provided that the New Mortgage does not prohibit prepayment at par, and is not locked out from prepayment at any time, and the New Mortgage shall occur not be considered a New Objection but Seller shall be required to cause the New Mortgage to be released as herein provided without any reduction of or credit an encumbrance against the Aggregate Property prior to or concurrently with the Closing, and the Purchase PricePrice otherwise payable to Seller at Closing may be used to obtain such release.

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 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 the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until five (5) days prior to 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 (a) Purchaser may advise Seller in writing and in reasonable detail, not later than November 13, 2012, what exceptions to the Title Report other than Permitted Exceptions, if any, are not acceptable to Purchaser (the “Title Objections”). Purchaser shall not, however, unreasonably express disapproval of any Title Objections. If Buyer fails exceptions and prior to notify notifying Seller of any Title Objections shall endeavor in good faith to cause Title Company to modify and update the Title Report to reflect its requested corrections and revisions. Seller shall have five (5) business days after receipt of Purchaser’s Title Objections to give Purchaser notice that (a) Seller will remove any Title Objections from title or afford the Title Company necessary information or certifications to permit it to insure over such exceptions or (b) Seller elects not to cause such exceptions to be removed or insured over. Seller’s failure to provide notice to Purchaser as to any Title Objection shall be deemed an election by Seller not to remove the Title Objection. If Seller so notifies or is deemed to have notified Purchaser that Seller will not remove or insure over any or all of the Title Objections, Purchaser shall have two (2) business days to determine whether (i) to waive such Title Objections which Seller has elected not to remove or insure over and proceed with the purchase and take the Property subject to such exceptions or (ii) to terminate this Agreement in which event, if Purchaser is not in default hereunder, Escrow Agent shall promptly refund the Initial Deposit to Purchaser; provided, however, that should Seller notify Purchaser on or before such dateNovember 15, then2012 that Seller will not remove or insure over any or all of the Title Objections, notwithstanding then Purchaser shall have until the expiration of the Due Diligence Period to make its determination under the preceding clauses (i) or (ii). Purchaser’s failure, prior to the end of the applicable period, to give Seller notice to terminate this Agreement shall be deemed to be an election by Purchaser under clause (i) of the preceding sentence. (b) Purchaser shall advise Seller in writing and in reasonable detail, not later than the earlier of five (5) days after receipt of the Survey Update and December 12, 2012, what matters on the Survey Update other than Permitted Exceptions, if any, are not acceptable to Purchaser (the “Survey Objections”). Purchaser shall not, however, unreasonably express disapproval of 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 and prior to notifying Seller of the Effective Date any Survey Objections shall endeavor in good faith to cause Title Company to modify and disclosed in update the Title Commitment or SurveyReport to reflect its requested corrections and revisions. Seller shall have five (5) business days after receipt of Purchaser’s Survey Objections to give Purchaser notice that (a) Seller will remove any Survey Objections from title or afford the Title Company necessary information or certifications to permit it to insure over such exceptions or (b) Seller elects not to cause such exceptions to be removed or insured over. Seller’s failure to provide notice to Purchaser as to any Survey Objection shall be deemed an election by Seller not to remove the Survey Objection. If Seller so notifies or is deemed to have notified Purchaser that Seller will not remove or insure over any or all of the Survey Objections, Purchaser shall have two (2) business days after Seller has notified, or has been deemed to have notified, Purchaser that Seller will not remove or insure over any or all of the Survey Objections to determine whether (i) to waive such Survey Objections which Seller has elected not to remove or insure over and proceed with the purchase and take the Property subject to such exceptions or (ii) to terminate this Agreement in which event, if Purchaser is not in default hereunder, Escrow Agent shall promptly refund the Xxxxxxx Money to Purchaser. Purchaser’s failure, prior to the end of such two (2) business day period, to give Seller notice to terminate this Agreement shall be deemed to be an election by Purchaser under clause (i) of the preceding sentence. (c) If the Title Company issues any update to the Title Report after the expiration of the Due Diligence Period to add or modify exceptions in a manner adverse to Purchaser, or to modify the conditions to obtaining any endorsement requested by Purchaser (provided the satisfaction of such condition is not within Purchaser’s control), Purchaser shall promptly notify Buyer Seller of any objections to such revisions other than Permitted Exceptions, but in no event later than the earlier of three (3) business days after Purchaser’s receipt of said update, in which event the same procedures for response, termination and waiver set forth in Paragraphs 3.2(a) and (b) above, as applicable, shall apply to such new objections and, if Purchaser appropriately notifies Seller of any such objection within three (3) Business Days business days of its receipt of such notice if Seller has elected to Remove any such Title Objections. If Seller fails to respond within such timeframethe scheduled Closing, Seller the scheduled Closing Date shall be deemed extended two (2) business days in order to have declined to remove accommodate such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will 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 Priceprocedure.

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 such notice if Seller has elected to Remove any such Title ObjectionsObjections that Seller is unable or unwilling to cause to be removed or insured over prior to or at the Closing. 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 agree to cure the Objections, Purchaser shall elect, by giving written notice to Seller and 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 (ii) waive its Objections, in writing which case the same will be deemed to Buyer that Seller will 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 applicable 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 thereafter 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 Aggregate Purchase PriceProperty and objected to by Purchaser which can be removed by the payment of money.

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 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 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 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. (a) Buyer shall have until the Due Diligence Deadline Closing Date to notify review the Title Commitment and Survey. If the Title Commitment or Survey reflect or disclose any defect, exception, encroachment, or other matter affecting the Real Property which Buyer deems objectionable or unacceptable for any reason whatsoever in Buyer’s sole discretion (“Title Defect” or “Title Defects”), then prior to the Closing Date, Buyer shall provide Seller with written notice of its objections. Buyer may not object to the standard printed exceptions contained in writing the Title Commitment and liens securing indebtedness or obligations of Seller to any Title Objectionsthird parties, all of which shall be discharged at or prior to Closing at Seller’s sole expense. 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 any such matters existing as item by written notice to Seller prior to expiration of the Effective Date and disclosed in the Title Commitment or Survey. Seller shall notify Closing Date, Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove any such Title Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined waived and approved such matter. Seller shall, prior to the Closing Date, use its best efforts to remove or satisfy the Title Defects. The standard printed exceptions in the Title Commitment, as well as all matters shown on the Title Commitment and Survey which Buyer approves or is deemed to approve pursuant to this Section 5.3(a), shall collectively constitute “Permitted Exceptions” under this Agreement. (b) If Seller is unable to satisfy such Title Objections Defects (other than Required Removal Items). If liens which Seller does not covenant in writing is obligated to Buyer that Seller will Remove the Title Objections prior to Closing (other than Required Removal Itemsclear as aforesaid), Buyer shall have until may either (i) waive such Title Defects and close the applicable Closing Date to elect transaction contemplated hereby with an appropriate reduction 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 terminationPurchase Price, or (bii) waive its Title Objections (other than Required Removal Items) terminate this Agreement by written notice delivered to Seller 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 Escrow Agent on or before the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase PriceDate.

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 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 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 Remove fails 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 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 AgreementDeposit, and thereafter the parties 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 (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 waive such objections as provided in the aforesaid item (ii). In no event will Purchaser have the right to object to, and in no event will Seller have any obligation to cure, any of the title or survey matters described on Exhibit B attached hereto and by this Agreementreference incorporated herein (hereinafter collectively referred to as the “Permitted Exceptions”). Any 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 Title Objection so waived update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not listed in the Commitment, as to title matters, or which were not shown on the Survey, as to survey matters (any such new matter being referred to as a “new objection”), Purchaser shall deliver to Seller a statement of any such new objections and Seller shall have until the Closing Date to cure 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 Buyer written notice to Seller and Escrow Agent given on or before the Closing Date, whereupon Purchaser shall receive a full refund of the Deposit from Escrow Agent, and thereafter this Agreement shall be deemed 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 constitute the other by reason hereof except for the Inspection Indemnity, or (ii) Purchaser may cure any such new objections voluntarily created by Seller subsequent to the Effective Date which can be cured by payment of a Permitted Title Exception liquidated amount of money and deduct the Closing shall occur as reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive such objections and consummate the transaction contemplated herein provided without any reduction of or credit against the Aggregate 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 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 the Title Objections prior to Closing (other than Required Removal Items)Closing, Buyer shall have until the applicable 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 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 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 Aggregate Purchase Price.

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 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 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 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 Aggregate Purchase PriceExceptions.

Title and Survey Objections. Buyer shall have until (a) In the Due Diligence Deadline event (i) the Survey shows any easement, right-of-way, encroachment, conflict, protrusion or other matter affecting the Real Property that is unacceptable to notify Seller in writing of Purchaser, or (ii) 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 exceptions appear in the Title Commitment or Survey. Seller that are unacceptable to Purchaser, Purchaser shall notify Buyer within three (3) Business Days of its receipt Sellers in writing of such notice if Seller has elected to Remove any such facts (“Purchaser’s Title Objections”) not later than 5:00 p.m. Central Time upon the date which is the later of November 5, 2004 or five (5) business days after the date Purchaser has received delivery of both the Survey and Title Commitment (the “Title Approval Period”), but in no event later than the expiration of the Inspection Period. If Seller fails Upon the expiration of the Title Approval Period, except for Purchaser’s Title Objections, Monetary Liens (as hereafter defined), and any other matters arising subsequent to respond within such timeframethe date of the Survey and Title Commitment, Seller Purchaser shall be deemed to have declined accepted the Survey, the Title Commitment and all matters shown or addressed therein, including, without limitation, any easement, right of way, encroachment, conflict, discrepancy, overlapping of improvements, protrusion, lien, encumbrance, restriction, condition, covenant, exception or other matter with respect thereto (collectively, the “Approved Title Matters”). (b) Notwithstanding anything to remove such the contrary contained herein, except for any Monetary Liens and any matters created by Sellers after the date of the Title Commitment, Sellers shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate or modify any of Purchaser’s Title Objections; provided, however, Sellers, at their sole option, may attempt to eliminate or modify all or a portion of Purchaser’s Title Objections to Purchaser’s reasonable satisfaction prior to the Closing Date. In the event Sellers are unable or unwilling to attempt to eliminate or modify all of Purchaser’s Title Objections to the reasonable satisfaction of Purchaser, Sellers shall provide written notice thereof to Purchaser within five (5) business days of its receipt of Purchaser’s Title Objections (other than Required Removal Items“Sellers’ Notice”). If Seller does not covenant Purchaser may thereafter elect to close notwithstanding Purchaser’s Title Objections (in which case Sellers shall have no liability to eliminate or modify, and Purchaser shall take the Property subject to the Purchaser’s Title Objections) or Purchaser may (as its sole and exclusive remedy) terminate this Agreement by delivering notice thereof in writing to Buyer Sellers, in which event neither party shall have any obligation hereunder other than the Surviving Obligations and Purchaser shall be entitled to return all of the Xxxxxxx Money, including any portion thereof that Seller will Remove may have been designated as the Title Objections Breakup Fee. Sellers shall cause all mortgages, deeds of trust and monetary liens (including liens for delinquent taxes, mechanics’ liens and judgment liens) affecting the Property and all indebtedness secured thereby (the “Monetary Liens”) to be satisfied, released and discharged of record on or 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 PriceDate.

Title and Survey Objections. (a) Buyer shall have until the Due Diligence Deadline date that is the earlier of the Closing Date or five (5) days after receipt thereof (the “Title Exam Deadline”) to review any supplemental title report or update to the Preliminary Title Report and any update to the Survey. If Buyer objects to any items contained in any supplemental title report or update to the Preliminary Title Report or update to the Survey (that were not reflected in the Preliminary Title [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Report or the Survey as of the Effective Date) (“Title Objections”), then Buyer (or Buyer’s counsel) shall notify Seller (or Seller’s counsel) of such Title Objections in writing (a “Title Disapproval Notice”) prior to the Title Exam Deadline. If Buyer does not notify Seller in writing of any such Title Objections within the time period set forth in this Section 4.3.2, then Buyer shall be deemed to have accepted the state of title to the Property reflected in the Preliminary Title Report, as modified by such supplemental title report or update to the Preliminary Title Report), and Survey, as modified by any such updates to the Survey, and to have waived any claims or defects which it might otherwise have raised with respect to the matters reflected therein and the same shall be deemed to be Permitted Exceptions for all purposes of this Agreement. (b) For the avoidance of doubt, Permitted Exceptions (as defined below) shall not constitute Title Objections. . (c) If Buyer fails timely delivers a Title Disapproval Notice indicating a Title Objection, then, subject to Seller’s obligations under Section 4.3.4 hereof, Seller shall have until five (5) days after receipt of such Title Disapproval Notice to elect to notify Buyer in writing (a “Title Response Notice”) that Seller of any either (i) will remove such Title Objections Objection from title to the Property on or before such datethe Closing, then, notwithstanding any other provisions set forth herein, such failure subject to notify Seller shall constitute a waiver reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such right removal (which adjournment can be extended for an additional fifteen (15) days so long as Seller is diligently pursuing such cure), or (ii) elects not 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 any cause such Title ObjectionsObjection to be removed from title to the Property. If Seller fails to respond deliver a Title Response Notice as to a particular Title Objection within such timeframefive (5) day period, then Seller shall be deemed to have declined made the election described in clause (ii) above as to remove such Title Objections Objection. (other than Required Removal Items). d) If Seller does elects (or is deemed to have elected) not covenant to cure any Title Objections specified in writing to Buyer that Seller will Remove the Title Objections Disapproval Notice, or if Seller is unable to effect a cure of such Title Objection prior to the Closing (other than Required Removal Itemsor any date to which the Closing has been extended), Buyer shall have until the applicable Closing Date following options: (i) to elect in writingaccept a conveyance of the Property subject to the Permitted Exceptions, either specifically including any Title Objection by Buyer which Seller is unwilling or unable to cure, and without reduction of the Purchase Price; or (aii) Terminate to terminate this AgreementAgreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate, and thereafter the parties neither party hereto shall have no any further rights rights, obligations or obligations hereunder, liabilities 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 extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If Seller notifies Buyer fails that Seller does not intend to give attempt to cure any Title Objection; or if, having commenced attempts to cure any Title Objection, Seller later notifies Buyer that Seller will be unable to effect a cure thereof; Buyer shall, within three (3) days after such notice of its election by such timehas been given, it notify Seller in writing whether Buyer shall elect to accept the conveyance under clause (i) or to terminate this Agreement under clause (ii). Buyer’s failure to respond within said three (3) day period shall be deemed to have elected be Buyer’s election to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and accept the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase Priceconveyance under clause (i) above.

Title and Survey Objections. Buyer shall have until (a) On or before the Due Diligence Deadline expiration of the Title and Survey Review Period, the Valero Member may object to notify Seller in writing any items related to the Commitment and Survey that could interfere with the anticipated use of any Title Objectionsthe Real Property by the Company for the Business (a “Defect” ). If Buyer the Valero Member 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 any Defect by written notice to the Frontier Member and JML prior to expiration of the Effective Date Title and disclosed in Survey Review Period, 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 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 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 Valero Member shall be deemed to have elected not to Terminate object to such item. The Valero Member shall give the Frontier Member and JML written notice of its objections to a Defect (herein the “Title and Survey Objections” ) prior to expiration of the Title and Survey Review Period. All of the exceptions set forth on the Commitment or the Survey not objected to or which are deemed not objected to by the Valero Member on or before the expiration of the Title and Survey Review Period shall constitute the “Permitted Exceptions.” (b) If the Valero Member duly and timely objects to any Defect, the Valero Member may terminate this AgreementAgreement unless the Frontier Member or JML, prior to the Closing, agrees in writing to endeavor to cure the Valero Member’s objections to such Defect and in fact cures such item by the Closing (without any obligation on the part of the Frontier Member or JML to do so). Any such Title Objection so waived by Buyer In addition, the Valero Member shall be deemed have five (5) Business Days from receipt of any updates or continuations of the Commitment identifying new encumbrances to constitute a Permitted Title Exception notify the Frontier Member and JML of any objections to any Defect not previously contained in the Commitment, in the same manner as provided above, and the Closing shall occur as herein provided without Title and Survey Objection Period will be extended, to the extent necessary, so that the Title and Survey Objection Period ends not sooner than five (5) Business Days after the Valero Member’s receipt of any reduction such update or continuation of or credit against the Aggregate Purchase PriceCommitment which identifies a new encumbrance. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.