Common use of Title and Survey Objections Clause in Contracts

Title and Survey Objections. Within five (5) Business Days after Purchaser’s receipt of the Title Commitment and, if obtained by Purchaser, the Survey (but in no event later than five (5) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller shall have no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance or (ii) other encumbrances voluntarily created after the date hereof by Seller, in each case, without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, (2) matters disclosed in the Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”.

Title and Survey Objections. Within five (5) Business Days after Purchaser’s receipt of the Title Commitment and, if obtained by Purchaser, the Survey (but in no event No later than five (5) Business Days before prior to the expiration end of the Due Diligence Period), Purchaser Buyer shall notify advise Seller in writing of, with respect of any exceptions to the Title Commitment, any objections to such Title Commitment, title and with respect to the Survey to which Buyer has objections and which are disapproved by Buyer. Seller shall have two (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (32) Business Days after receipt of PurchaserBuyer’s Title Objections objections to give to Buyer: (“A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s Title Response Period”), Seller failure to give notice to Buyer within such two (2) Business Day period shall give Purchaser written notice (“be deemed to be Seller’s Title Notice”) of whether it agrees election not to cure the Title Objections; provided that except as expressly set forth below Seller shall have no obligation cause such exceptions to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closingremoved. If Seller does not agree gives Buyer notice under clause (B) or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the end of the Due Diligence Period to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such two (2) Business Day period (which notice may be satisfied by delivery by Buyer of the Approval Notice), Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) then Seller shall use its diligent efforts to remove the subject title exceptions in writing, during accordance with Seller’s Title Response Period, notice. If despite such efforts Seller is unable to cure every Title Objection identified by Purchaser at or remove any such objectionable exceptions prior to the Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title ObjectionsDate, and Purchaser’s sole recourse Buyer is unwilling to take title subject thereto, Buyer shall be have the right to elect to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Periodand Section 14(a) shall apply. Notwithstanding the foregoing, Seller Buyer shall release (be deemed to have objected to any lien encumbering a Property that secures the payment of money, such as, but not limited to, mechanic’s liens, materialmen’s liens and for purposes judgment liens, and the liens of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other security interests covenants, conditions or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue restrictions to encumber which the Property is subject. Seller hereby agrees to remove at or before the Closing if and shall cause each Property to be delivered free and clear of all Monetary Liens assumed, initiated or caused by Seller. Buyer agrees that “removal” of an exception shall include the Title Company is willing Company’s willingness to insure endorse over such liens in a manner exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception, on terms reasonably acceptable to Purchaser Buyer. Notwithstanding anything to the contrary in this Section 4(h)(iii), in the event that Buyer does not receive current Preliminary Title Reports (including links to or copies of any underlying exceptions or documents referenced therein) for each Property and such liens are released promptly the Survey within ten (10) Business Days following the Closing; and (ii) any (i) monetary encumbrance or (ii) other encumbrances voluntarily created after the date hereof by Seller, in each case, without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Effective Date, the deadlines contained in this Section 4(h)(iii) shall be extended day for day for each day beyond such ten (210) matters disclosed in day period until Buyer receives such Title Reports and the Title Commitment Survey. Purchase and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed Sale Agreement Page 6 of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”.39

Title and Survey Objections. Within five With respect to title and survey matters, if Purchaser disapproves any particular item by written notice to Seller during the Inspection Period, as it may be extended, Seller shall cure or attempt to cure Purchaser's objections to such item within ten (510) Business Days days after Purchaser’s receipt 's notice of the Title Commitment anddisapproval, if obtained by Purchaserprovided that Purchaser may, the Survey at its sole discretion, extend such ten (but in no event later than five (510) Business Days before the expiration of the Due Diligence Period), day period for cure. Purchaser shall notify not be required to give notice of objection to liens, and Seller in writing of, shall have the obligation to remove any liens which may be removed solely by the payment of money. Except with respect to liens against the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller shall have no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c)Property, Seller shall not be obligated to incur more than $20,000 in costs to cure Purchaser’s title objections. In the event Seller is unable to cure any one or more of Purchaser's objections pursuant to this Section 4.1, Seller shall notify Purchaser in writing of such Title Objectionselection within such ten (10) day period. In the event Seller fails to notify Purchaser of its inability to cure any one or more of Purchaser’s objections within such ten (10) day period, then such failure to notify Purchaser shall be deemed Seller’s acknowledgement that Seller is unable to cure said objections. Purchaser shall then notify Seller as to whether Purchaser intends to: (i) waive the particular objection and continue under the terms of this Agreement; (ii) to cure the uncured objection on behalf of Seller by acting as Seller’s attorney-in-fact (the appointment of which Seller is deemed to approve by signing and accepting this Agreement); or (iii) terminate this Agreement. If either Seller elects to cure the objections on its own behalf or Purchaser elects to cure the uncured objections on behalf of Seller, then the accrual of time frames and periods shall be subject to a “standstill” arrangement commencing on the date of receipt by Seller from Purchaser of its notice of objections to title and/or survey and continuing until the date that the objections are cured in Purchaser’s sole recourse satisfaction, at which point the standstill arrangement shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Periodand Purchaser shall resume accruing days under said periods. Notwithstanding the foregoing, Seller Purchaser shall release (and for purposes be entitled to continue its inspection of clause (ii) below the Property during the standstill period. The term “release” "Permitted Exceptions", as used herein, shall also include bonding off) mean (i) any mortgages, deeds the title exceptions listed in Schedule B of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company Commitment which Purchaser approves or is willing deemed to insure over such liens in a manner acceptable approve pursuant to Purchaser and such liens are released promptly following the Closingthis Section 4.1; and (ii) any general exceptions and exclusions contained in the standard owner's policy of the Title Company that are not deleted pursuant to the delivery of a standard owner's title affidavit; and (iiii) monetary encumbrance any documents specifically contemplated by this Agreement to be recorded at or (ii) other encumbrances voluntarily prior to Closing. Purchaser shall have until the Closing Date in which to re-examine title to the Property and in which to give Seller written notice of any additional objections to title created after the date hereof by Seller, in each case, without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, (2) matters disclosed in the Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”Commitment.

Title and Survey Objections. Within 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 Purchase Agreement the Effective Date and prior to the Closing Date, Buyer shall have the right to notify Seller in writing of any Title Objections first identified in any update to either the Title Report or the Survey received after the Effective Date, any such notice shall be accompanied by a copy of such update and any other materials which evidence or disclose such objections to title. Seller shall notify Buyer within five (5) Business Days of Seller’s receipt of such notice if Seller elects 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, Buyer shall have until five (5) Business Days after Purchaserthe date Buyer receives Seller’s receipt notice of election (or deemed election) not to Remove any Title Objections to elect in writing, either to (i) designate the Parcel affected by such Title Commitment andObjection as a Terminated Parcel, if obtained by Purchaser, the Survey or (but in no event later ii) waive such Title Objection (other than five (5Required Removal Items) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect and take title to the Parcel affected by such Title Commitment, any objections Objection subject to such uncured Title Commitment, Objection and with respect proceed to acquire the Parcel pursuant to the Survey (if obtained remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by Purchaser)such time, any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences it shall be deemed to have elected the option contained in clause (i) above. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a notice to Seller Permitted Title Exception and the Closing shall occur as herein provided without any reduction of Purchaser’s acceptance or credit against the Purchase Price. However, Schedule F sets forth (i) a list of title as shown on documents set forth or otherwise referenced in the Title Commitment Report that Buyer has not yet received and (if obtained by Purchaserii) a list of potential encroachments or other matters raised in the Title Report that have not yet been plotted on the Survey. Within 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 after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”)Days, Seller shall give Purchaser written whereupon such notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller shall have no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be considered a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any timely Title Objection by bonding off or removing despite such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection matter having been first identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration Effective Date and the foregoing procedures and rights and obligations of the Due Diligence Period. Notwithstanding the foregoing, Seller parties set forth above in this Section 4.3(A) shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance or (ii) other encumbrances voluntarily created after the date hereof by Seller, in each case, without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, (2) matters disclosed in the Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”apply.

Title and Survey Objections. Within 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 a reasonable time after Seller’s receipt of such statement (not to exceed five (5) Business Days after Purchaser’s receipt of the Title Commitment and, if obtained by Purchaser, the Survey (but in no event later than five (5days) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of within which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly set forth below any such objections, but Seller shall have no obligation to cure Purchaser’s any such objections. In the event that Purchaser does not send to Seller on or before the Title ObjectionsObjection Date a statement of any title or survey objections, such failure conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have the right to make any title or survey objections after the Title Objection Date except as provided in Section III B hereof. Any Title Objections In the event that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required fails to cure such Title Objections pursuant objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent given within two (2) days after the terms end of this Section 4.2(c)such five (5) day period, Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to either (i) terminate this Agreement pursuant 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 Due Diligence Contingency at or prior to other by reason hereof except for the expiration of the Due Diligence Period. Notwithstanding the foregoingInspection Indemnity (hereinafter defined), Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance or (ii) other encumbrances voluntarily created after waive such objections and consummate the date hereof by Seller, in each case, transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s prior consent in breach of this Agreement. Seller’s obligation election as above provided, then Purchaser shall be deemed to cause the release or bonding-off of any have elected to waive such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable objections as of the Closing Date, (2) matters disclosed provided in the Title aforesaid item (ii) and the exceptions set forth on the Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the shall be deemed “Permitted Exceptions”. As used herein, the term “Survey” shall mean that certain ALTA/ACSM Land Title 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.

Title and Survey Objections. Within five (5) Business Days after Purchaser’s receipt Purchaser receives the last of the Title Commitment and, if obtained by PurchaserCommitment, the Survey Title Documents, and the Survey, Purchaser shall deliver to Seller a list of any objections to title and survey matters with respect to the Premises (but 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 no event later than 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 Purchaser in writing of any Title Objections 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. In addition, notwithstanding anything contained herein to 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 before the expiration after Purchaser is notified by Seller of its refusal or inability to cure any one or more of the Due Diligence Period)Title Objections in the manner specified in Purchaser’s notice, Purchaser shall notify Seller in writing ofto: (i) terminate this Agreement, with respect or (ii) elect to the Title Commitmentproceed pursuant to this Agreement, any objections thereby waiving its objection to such Title CommitmentObjections described in Seller’s notice. For purposes of this Agreement, and with respect to the Survey term “Permitted Exceptions” means (if obtained i) title matters that are disclosed by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except or as expressly set forth below Seller shall have no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, on Exhibit C and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does are not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such as Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance Title Objections waived by Purchaser as provided above. If Purchaser terminates this Agreement pursuant to this Section 5.2, then the Xxxxxxx Money shall be promptly paid to Purchaser, and neither party shall have any further rights or (ii) other encumbrances voluntarily created after the date hereof by Sellerobligations under this Agreement, in each case, without Purchaser’s prior consent in breach except for those rights and obligations that expressly survive a termination of this Agreement. Seller’s If Purchaser terminates this Agreement pursuant to this Section 5.2, Seller shall promptly direct the Escrowee to pay the Xxxxxxx Money to or as directed by Purchaser, and such obligation to cause direct the release or bonding-off of any such liens and encumbrances pursuant to the immediately preceding sentence Escrowee shall survive Closing. (1) All real estate taxes and assessments not due and payable as the termination of the Closing Date, (2) matters disclosed in the Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”this Agreement.

Title and Survey Objections. Within five fifteen (515) Business Days days after Purchaser’s the receipt of the Title Commitment and, if obtained by Purchaser, latter of the Survey (but in no event later than five (5) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect to or the Title Commitment, Purchaser shall provide Seller with notice of any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly matters set forth below Seller shall have no obligation to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance or (ii) other encumbrances voluntarily created after the date hereof by Seller, in each case, without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, (2) matters disclosed in the Title Commitment or Survey 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” (if obtained by Purchaser) as defined hereinafter)), which matters shall be referred to herein as "Title Defects". Matters set forth in the Title Commitment or Survey that do to which Purchaser does not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are timely object shall be referred to collectively herein as the “"Permitted Exceptions”.". Seller shall have sixty (60) days after receipt of the aforesaid notice from Purchaser within which to utilize its best efforts to cure such Title Defects to the satisfaction of the Purchaser and the Title Company. In the event Seller fails or refuses to cure 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 liability hereunder; (ii) cure any such Title Defect, 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. Prior to Purchaser’s commencement of any work under item (ii), Seller and Purchaser shall agree as to a maximum amount that Seller shall be liable for in connection with Purchaser’s efforts. 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 or (b) forty-five (45) 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 (iii) above. It is specifically understood and agreed that Purchaser reserves the right to object to and may require the removal, correction or deletion of

Title and Survey Objections. Within (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 exceptions and prior to 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 Purchaser’s receipt of the Title Commitment and, if obtained by Purchaser, the Survey (but in no event later than five (5) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days 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 Response Period”), Objection shall be deemed an election by Seller shall give not to remove the Title Objection. If Seller so notifies or is deemed to have notified Purchaser written notice (“Seller’s Title Notice”) that Seller will not remove or insure over any or all of whether it agrees to cure the Title Objections; provided that except as expressly set forth below Seller , Purchaser shall have no obligation two (2) business days to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing determine whether (i) to cure shall be cured by Seller prior to Closing, and the cure of waive such Title Objections shall be a condition precedent which Seller has elected not to Purchaser’s obligation remove or insure over and proceed with the purchase and take the Property subject to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off such exceptions or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be (ii) to terminate this Agreement pursuant 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 November 15, 2012 that Seller will not remove or insure over any or all of the Due Diligence Contingency at or prior to Title Objections, then Purchaser shall have until the expiration of the Due Diligence Period. Notwithstanding Period to make its determination under the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) preceding clauses (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any ). 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) monetary encumbrance or (ii) other encumbrances voluntarily created after the date hereof by Seller, in each case, without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, (2) matters disclosed in the Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”preceding sentence.

Title and Survey Objections. Buyer shall order the Title Report within two (2) Business Days following receipt of the updated abstract of title to the Property from Seller. Buyer shall order the Survey not later than two (2) Business Days following the date of this Contract. Buyer shall deliver or cause to be delivered copies of the Title Report and the Survey to Seller promptly following Xxxxx’s receipt thereof. No later than ten (10) Business Days following the date hereof (the “Title Review Period”), Buyer shall notify Seller in writing (the “Title Objection Notice”) of any objections Buyer may have with respect to the Encumbrances disclosed by the Survey or the Title Report. All Encumbrances disclosed in the Title Report and/or Survey to which Buyer does not timely object in writing shall be deemed to be Permitted Encumbrances; however, Buyer shall be deemed to have timely objected to all Financing Encumbrances, and Seller covenants and agrees that all Financing Encumbrances shall be removed at or prior to Closing, whether by payment, pursuant to the Confirmation Order or otherwise. All Encumbrances which are not Financing Encumbrances and to which Buyer timely objects in writing are referred to herein as “Additional Encumbrances”. Within five (5) Business Days after Purchaser’s following receipt of the Title Commitment and, if obtained by Purchaser, Objection Notice (the Survey (but in no event later than five (5) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify “Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response PeriodDate”), Seller shall give Purchaser written notice notify Buyer in writing (“Seller’s Title NoticeResponse”) of whether it agrees its election to cure either (i) cause each Additional Encumbrance to be removed from the Title ObjectionsReport on or before Closing (or, in the alternative, and subject to Buyer’s prior written consent, to have the Title Company commit to insure, at Seller’s cost and expense, against any and all loss or damage that may be occasioned by such Additional Encumbrance) or (ii) not so cause such Additional Encumbrance to be removed from the Title Report on or before Closing (or insured over). Seller’s failure to timely give Seller’s Election with respect to any particular Additional Encumbrance shall be conclusively presumed to be Seller’s election not to cause such Additional Encumbrance to be removed (or insured over). If Seller elects not to cause the removal of (or insurance over) any Additional Encumbrance, then Buyer may elect to either (a) proceed with the purchase of the Property on or before the Closing Date, subject to such Additional Encumbrances as Seller has elected not to remove, without any cause of action or claim against Seller (including any abatement or reduction in the Purchase Price) arising out of such Additional Encumbrances; provided or (b) terminate this Contract by written notice to Seller, whereupon the Escrow Money shall be returned to Buyer by Title Company and neither party shall have any further rights or obligations under this Contract except for those rights which by the terms of this Contract expressly survive termination. Xxxxx’s election to terminate pursuant to the foregoing clause (b) may be made any time prior to the date that except is ten (10) calendar days following Xxxxx’s receipt of Seller’s Response (the “Title Review Deadline”). If Buyer fails to timely notify Seller of its election to terminate this Contract in accordance with the foregoing clause (b) on or before the Title Review Deadline, then Buyer shall be deemed to have elected to proceed with the Closing as expressly set forth below in the foregoing clause (a). If Seller shall have no obligation elects to cure Purchaser’s Title Objections. Any Title Objections that Seller expressly agrees in writing to cure cause the removal of (or insurance over) any Additional Encumbrance, then such removal (or insurance) shall be cured by Seller accomplished on or prior to Closing, and the cure upon a failure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) Buyer may either (i) any mortgages, deeds of trust remove or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance Additional Encumbrances at Seller’s expense, or (ii) other encumbrances voluntarily created after elect to terminate this Contract by written notice to Seller on or before the scheduled date hereof of Closing, whereupon the Escrow Money shall be returned to Buyer by SellerTitle Company and neither party shall have any further rights or obligations hereunder except those which are expressly provided in this Contract to survive termination. If Buyer does not so elect to terminate this Contract, in each caseBuyer shall consummate the purchase of the Property and, without Purchaser’s prior consent in breach of this Agreement. Seller’s obligation to cause at the release or bonding-off of any such liens and encumbrances pursuant Closing, Buyer shall receive a credit to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, (2) matters disclosed Purchase Price in the Title Commitment and (if obtained amount of all costs incurred by Purchaser) Buyer to remove the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”Additional Encumbrances.

Title and Survey Objections. Within 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 a reasonable time after Seller’s receipt of such statement (not to exceed five (5) Business Days after Purchaser’s receipt of the Title Commitment and, if obtained by Purchaser, the Survey (but in no event later than five (5days) Business Days before the expiration of the Due Diligence Period), Purchaser shall notify Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of within which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response Period”), Seller shall give Purchaser written notice (“Seller’s Title Notice”) of whether it agrees to cure the Title Objections; provided that except as expressly set forth below any such objections, but Seller shall have no obligation to cure Purchaser’s Title Objectionsany such objections. Any Title Objections In the event that Purchaser does not send to Seller on or before the Out Date a statement of any title or survey objections, such failure conclusively shall be deemed to mean that Purchaser had no such objections and Purchaser shall not have the right to make any title or survey objections after the Out Date except as provided in Section III B hereof. In the event that Seller expressly agrees in writing to cure shall be cured by Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required fails to cure such Title Objections pursuant objections within such five (5) days, then Purchaser shall elect, by written notice to the terms of this Section 4.2(c)Seller and Escrow Agent, Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to either (i) terminate this Agreement pursuant 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 Due Diligence Contingency at or prior to other by reason hereof except for the expiration of the Due Diligence Period. Notwithstanding the foregoingInspection Indemnity (hereinafter defined), Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) (i) any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, provided, however, such liens may continue to encumber the Property at Closing if the Title Company is willing to insure over such liens in a manner acceptable to Purchaser and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance or (ii) other encumbrances voluntarily created after waive such objections and consummate the date hereof by Seller, in each case, transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s prior consent election as above provided, then Purchaser shall be deemed to have elected to waive such objections as provided in breach of this Agreementthe aforesaid item (ii). Seller’s In no event will Purchaser have the right to object to, and in no event will Seller have any obligation to cause the release or bonding-off of cure, any such liens and encumbrances pursuant to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Closing Date, title or survey matters described on Exhibit B attached hereto and by this reference incorporated herein (2) matters disclosed in the Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (6) all liens and encumbrances created by Purchaser are hereinafter collectively referred to collectively herein 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.

Title and Survey Objections. Within ten (10) calendar days of the Effective Date of this Agreement, the Purchaser shall deliver to the Seller a written statement (“Title Defect Statement”) delineating any objections that the Purchaser may have to any exceptions, easements, encumbrances, interests, or other matters affecting title to the Property (“Title Defect(s)”), and/or any other matters shown on the Commitment and/or Survey, together with legible copies of all documents and instruments enumerated in Schedule B of the Commitment, and the Survey, (either new or updated, as the case may be) in the respective forms specified in this Agreement. If the Survey has not been received by the Purchaser prior to the deadline for the delivery of the Purchaser’s Title Defect Statement, the Purchaser’s Title Defect Statement shall be prepared based on the matters shown on the Existing Survey. If Purchaser delivers a Title Defect Statement to the Seller, the Seller shall have five (5) Business Days calendar days after PurchaserSeller’s receipt of the Title Commitment and, if obtained by Defect Statement to review the Title Defect Statement and to notify the Purchaser, the Survey (but in no event later than five (5) Business Days before the expiration of the Due Diligence Period)writing, Purchaser shall notify Seller in writing of, with respect to the Title Commitment, any objections to such Title Commitment, and with respect to the Survey (if obtained by Purchaser), any objections to the Survey. Any objections to the Title Report or the Survey of which Purchaser timely notifies Seller pursuant to this Agreement are hereinafter referred to as “Title Objections”. The absence of a timely notice by Purchaser of Title Objections in accordance with the preceding two sentences shall be deemed to be a notice to Seller of Purchaser’s acceptance of title as shown on the Title Commitment and (if obtained by Purchaser) the Survey. Within three (3) Business Days after receipt of Purchaser’s Title Objections (“Seller’s Title Response PeriodDefect Response”)) which, if any, of the Title Defects the Seller shall give does not intend to cure or remove. If the Seller fails to timely deliver to the Purchaser written notice (“a Seller’s Title Notice”) of whether it agrees to Defect Response, the Seller shall cure the and remove all Title Objections; provided that except as expressly Defects set forth below Seller shall have no obligation to cure in the Purchaser’s Title ObjectionsDefect Statement prior to the Closing. Any If the Seller’s Title Objections Defect Response provides that Seller expressly agrees any Title Defect delineated by the Purchaser in writing to cure shall its Title Defect Statement will not be cured or removed by the Seller prior to Closing, and the cure of such Title Objections shall be a condition precedent to Purchaser’s obligation to consummate the Closing hereunder. Seller the Purchaser may cure any Title Objection by bonding off or removing such Title Objection from title at any time prior elect to Closing. If Seller does not agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and Seller is not required to cure such Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such Title Objections, and Purchaser’s sole recourse shall be to terminate this Agreement pursuant to the Due Diligence Contingency at or prior to the expiration of the Due Diligence Period. Notwithstanding the foregoing, Seller shall release (and for purposes of clause (ii) below the term “release” shall also include bonding off) either; (i) approve the Commitment and Survey and accept title to the Property subject to any mortgages, deeds of trust or other security interests or monetary encumbrances other than documents evidencing of securing the Existing Loan, such uncured Title Defect; provided, however, such liens may continue the Purchaser shall have the right to encumber deduct from the Property at Closing if the Title Company is willing Purchase Price funds necessary to insure over such liens in a manner acceptable to Purchaser satisfy outstanding construction, broker’s, mortgage-related or judgment liens, and such liens are released promptly following the Closing; and (ii) any (i) monetary encumbrance special assessments or deferred or delinquent real estate taxes, or (ii) terminate this Agreement. If the Seller fails to cure or remove any Title Defect delineated by the Purchaser in its Title Defect Statement which the Seller is obligated to cure or remove as provided herein prior to the Closing the Purchaser may elect to either; (i) approve the Commitment and Survey and accept title to the Property subject to any such uncured Title Defect; provided, however, the Purchaser shall have the right to deduct from the Purchase Price funds necessary to satisfy outstanding construction, broker’s, mortgage-related or judgment liens, and any special assessments or deferred or delinquent real estate taxes, or (ii) terminate this Agreement. The removal or cure of any Title Defect shall be evidenced by an endorsement to, or revision of, the Commitment and/or a revision of the Survey that shows such Title Defect to be cured or removed and which is reasonably acceptable to the Purchaser. If at anytime prior to the Closing, the Purchaser shall update the Commitment and such Commitment discloses any new liens, encumbrances or other encumbrances voluntarily created after matters that are not Permitted Exceptions or if the date hereof by Seller, initial Purchaser’s Title Defect Statement is based on matters shown on the Existing Survey and the Survey discloses new matters not reflected in the Existing Survey (in each case, without a “New Title Defect(s)”) and any New Title Defect is unacceptable to the Purchaser’s prior consent , Purchaser may, at any time within five (5) calendar days after receiving such updated Commitment or Survey, as the case may be, deliver to the Seller another objection statement with respect to any New Title Defect and the process described in breach of this Paragraph 6 shall apply thereto. Upon any such termination by the Purchaser, the Deposit shall be immediately returned to the Purchaser and each party shall be released from all duties and obligations under this Agreement, except as otherwise provided in this Agreement. Seller’s obligation to cause the release or bonding-off of any such liens and encumbrances pursuant The Closing Date shall be extended to the immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of extent necessary to allow for the Closing Date, (2) matters disclosed time periods provided in the Title Commitment and (if obtained by Purchaser) the Survey that do not constitute Title Objections, (3) all Tenant Leases, (4) the Ground Lease, (5) the Deed of Trust and any other Existing Loan Documents and (this Paragraph 6) all liens and encumbrances created by Purchaser are referred to collectively herein as the “Permitted Exceptions”.