Common use of Title and Survey Objections Clause in Contracts

Title and Survey Objections. A. On or before June 10, 2004, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”), an owner’s title insurance commitment (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”), Purchaser shall deliver to Seller a statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter defined), and Seller shall have 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 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 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 Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have elected to 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

Title and Survey Objections. A. On or before June 10Within five (5) Business Days after Purchaser receives the last of the Title Commitment, 2004the Title Documents, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”), an owner’s title insurance commitment (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”)Survey, Purchaser shall deliver to Seller a statement list of any objections to Seller’s title and survey matters with respect to the Property and any objections as to matters disclosed by Premises (the “Survey” Title Objections”). Seller shall be obligated to cause any Title Objections relating to financing liens, mechanic’s, materialmen’s or similar liens, tax liens or delinquent taxes (including interest and penalties), and leases or other occupancy rights or agreements to be deleted from the Title Commitment prior to or at the Closing, and if Seller fails to do so, Purchaser may, in addition to all other rights and remedies, deduct from the Purchase Price any liens or encumbrances of a definite or ascertainable amount. Failure to object within five (5) business days time period shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed a waiver of Purchaser’s right to object. Any such exceptions not objected to by Purchaser shall be deemed to be Permitted Exceptions (as hereinafter defined). Purchaser hereby agrees to the exceptions set forth on Exhibit D (and same are hereby Permitted Exceptions). Within five business (5) days after Seller receives the Title Objections, and 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 a reasonable time after Seller’s receipt of such statement (not the right, by giving notice to exceed Seller within five (5) days) within which Business Days after Purchaser is notified by Seller of its refusal or inability to cure any such objectionsone or more of the Title Objections in the manner specified in Purchaser’s notice, but Seller shall have no obligation to cure any such 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 fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agent, to either to: (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined)Agreement, or (ii) waive elect to proceed pursuant to this Agreement, thereby waiving its objection to such objections Title Objections described in Seller’s notice. For purposes of this Agreement, the term “Permitted Exceptions” means (i) title matters that are disclosed by the Title Commitment or as set forth on Exhibit C and consummate the transaction contemplated herein without reduction of the Purchase Priceare not identified by Purchaser as Title Objections, and (ii) any Title Objections waived by Purchaser as provided above. If Purchaser does not provide Seller written notice of Purchaser’s election as above providedterminates this Agreement pursuant to this Section 5.2, then Purchaser the Xxxxxxx Money shall be deemed promptly paid to have elected to waive such objections as provided in the aforesaid item (ii). In no event will Purchaser have the right to object toPurchaser, and in no event will Seller neither party shall have any further rights or obligations under this Agreement, except for those rights and obligations that expressly survive a termination of this Agreement. 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 cure, any direct the Escrowee shall survive the termination of the title orthis Agreement.

Title and Survey Objections. A. On 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 before June attempt to cure Purchaser's objections to such item within ten (10) days after Purchaser's notice of disapproval, 2004, provided that Purchaser shallmay, at its sole discretion, extend such ten (10) day period for cure. Purchaser shall not be required to give notice of objection to liens, and Seller 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 Property, Seller shall not be obligated to incur more than $20,000 in costs to cure Purchaser’s expense 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 election 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 through a title agent selected continue under the terms of this Agreement; (ii) to cure the uncured objection on behalf of Seller by Purchaser, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”), an owneracting as Seller’s title insurance commitment 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 “Commitment”) together with legible copies standstill” arrangement commencing on the date of all matters referred receipt by Seller from Purchaser of its notice of objections to therein as exceptions to titletitle and/or survey and continuing until the date that the objections are cured in Purchaser’s sole satisfaction, at which point the standstill arrangement shall terminate and Purchaser shall resume accruing days under said periods. On or before June 24, 2004 (Notwithstanding the “Out Date”)foregoing, Purchaser shall deliver be entitled to Seller continue its inspection of the Property during the standstill period. The term "Permitted Exceptions", as used herein, shall mean (i) the title exceptions listed in Schedule B of the Title Commitment which Purchaser approves or is deemed to approve pursuant to this Section 4.1; (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 statement of standard owner's title affidavit; and (iii) any objections documents specifically contemplated by this Agreement to Seller’s be recorded at or prior to Closing. Purchaser shall have until the Closing Date in which to re-examine 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) days) within in which to cure any such objections, but Seller shall have no obligation to cure any such 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 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 Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide give Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed any additional objections to have elected to waive such objections as provided in title created after 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 date of the title orTitle Commitment.

Title and Survey Objections. A. On Within fifteen (15) days after the receipt of the latter of the Survey or before June the Title Commitment, but in no event after the date that is ten (10, 2004, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( ) days prior to the “Title Company”), an owner’s title insurance commitment expiration of the Inspection Period (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”defined below), Purchaser shall deliver to provide Seller a statement with notice of any objections matters set forth in the Title Commitment or Survey which are unacceptable to Seller’s title Purchaser which matters shall be referred to herein as "Title Defects". Matters set forth in the Title Commitment or Survey to which Purchaser does not timely object, all real property ad valorem taxes, general or special assessments and other charges applicable to the Property and any objections all matters that would be revealed by an accurate survey or physical inspection of the Property shall be referred to collectively herein as to matters disclosed by the “Survey” (as hereinafter defined), and "Permitted Exceptions". Seller shall have a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) days after receipt of the aforesaid notice from Purchaser within which to elect (in the sole discretion of Seller) to utilize its best efforts to cure any such objectionsTitle Defects to the satisfaction of the Purchaser and the Title Company prior to the Closing Date (which cure shall be a condition to the closing). Seller's failure to elect to cure the Title Defects shall be deemed to be an election by Seller not to cure such Title Defects; provided, but however, that Seller shall have no obligation be required to cure any such objectionsmortgages and mechanic's liens against the Propertythat have been caused by Seller. In the event that Purchaser does Seller elects 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 fails to cure such objections any Title Defect within such five (5) daysday period, then Purchaser shall electmay, by written notice to Seller and Escrow Agent, to either at its option (i) terminate this Agreement and receive a full refund of Agreement, whereupon the Deposit, and thereafter this Agreement shall be deemed null and void and of no further force or and effect, and neither Purchaser nor Seller no party hereto shall have any further rights, duties, liabilities obligations or liability hereunder (other than Purchaser's obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter definedunder Section 4.A.), ; or (ii) waive accept title to the Property subject to such objections and consummate the transaction contemplated herein Title Defect without reduction of an adjustment to the Purchase Price. Purchaser, at its option and upon written notice to Seller, may extend the last day permitted for Closing until the earlier of (a) the curing of the Title Defect so long as same is diligently pursued to completionor (b) thirty (30) days from the last day permitted for Closing. If any Title Defect shall not have been cured within such period, Purchaser does not may exercise its option under item (i) or (ii) above. At Closing, Seller shall provide Seller the Title Company with such affidavits or other documents as are necessary to enable the Title Company to remove any exceptions from the Title Policy relating to mechanic's liens for work done during the ownership of the Property by Seller. If, after the expiration of the Inspection Period, the Title Company delivers to the parties written notice of (A) any new matters not reflected in theTitle Commitment (including, without limitation, the refusal of the Title Company to provide insurance coverage against any gap, overlap, boundary dispute, hiatus or encroachment identified on the Survey which affects the Property or any adjacent properties but excluding any matters created by Purchaser’s election as above provided) or (B) the Title Company's refusal to remove the General Sovereignty Lands Exception (if such a refusal was not given prior to the end of the Inspection Period), then Purchaser may, at its option (i) terminate this Agreement, whereupon the Agreement shall be deemed to null and void and of no force and effect, and no party hereto shall have elected to waive such objections as provided in the aforesaid item any further rights, obligations or liability hereunder (other than Purchaser's obligations under Section 4.A.); or (ii). In no event will Purchaser have ) accept title to the right Property subject to object to, and in no event will Seller have any obligation such new matters without an adjustment to cure, any of the title orPurchase Price.

Title and Survey Objections. A. On or before June 10, 2004Before the Effective Date, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain has obtained from Commonwealth Land Fidelity National Title Insurance Company of New York ( the “Title Company”), an owner’s title insurance commitment commitment, the same being Commitment #05C7351400 (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24In addition, 2004 Purchaser has obtained whatever recertification Purchaser has determined necessary of that certain ALTA/ACSM Land Title Survey, Ballantyne Place Apartments prepared by The Survey Company, Inc., bearing the seal and certification of C. Xxxxx Xxxxxxx, North Carolina Professional Land Surveyor No. L-3931, dated February 6, 2002, last revised February 20, 2002 (the “Out Survey”). By its execution hereof, Purchaser acknowledges that Purchaser will acquire the Property subject to all matters set forth in the Commitment and all matters shown on the Survey and all matters set forth on Exhibit B attached hereto and by this reference incorporated herein (hereinafter collectively referred to as the “Permitted Exceptions”). B. Purchaser shall have the right to have its title examination and Survey updated until the Closing Date, and if any such update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not 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 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) days) within which until the Closing Date to cure any all such new objections, but Seller shall have no obligation to cure any such 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 fails to cure such new objections within such five on or before the Closing Date (5i) days, then Purchaser shall elect, may terminate this Agreement by written notice to Seller and Escrow AgentAgent given on or before the Closing Date, to either (i) terminate this Agreement and whereupon Purchaser shall receive a full refund of the DepositDeposit from Escrow Agent, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined)Indemnity, or (ii) Purchaser shall cure any such new objections voluntarily created by Seller subsequent to the Out Date which can be cured by payment of a liquidated amount of money and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive such new objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have elected to 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.

Title and Survey Objections. A. On 8.1. Buyer shall have until 5:00 p.m. CST on the tenth (10th) business day after delivery to Buyer of the Survey and Commitment, within which to approve or before June 10disapprove all items, 2004including the information reflected therein, Purchaser shall, at Purchaser’s expense in the Commitment and through a title agent selected by Purchaser, obtain from Commonwealth Land the Survey (any such objections being the "Title Insurance Company ( the “Title Company”and Survey Objections"), an owner’s title insurance commitment such approvals or disapprovals to be within Buyer's sole discretion (the “Commitment”) together with legible copies of "Title and Survey Objection Period"). If Buyer fails to disapprove any such item by specific written notice to Seller and the Title Company within the Title and Survey Objection Period, Buyer shall be deemed to have approved such item. Buyer is deemed to object to all matters referred listed on Schedule C of the Commitment. 8.2. If and to therein as exceptions the extent that the Commitment is updated for any reason, then notwithstanding anything to title. On or before June 24, 2004 the contrary contained in this Section 8 (the “Out Date”but subject to Section 8.5 with respect to any change after expiration of Buyer's Examination Period), Purchaser Buyer shall deliver have three (3) business days from its receipt of any update or continuation of the Commitment and/or Survey to notify Seller a statement of any objections to Seller’s title any items not previously reflected in the Commitment or Survey, as the case may be, and such item shall not be deemed to be a Permitted Exception unless Buyer shall fail to disapprove of any such matter by written notice to Seller and the Property and Title Company within such three (3) business day period. 8.3. Subject to Section 8.5 with respect to any objections as change after expiration of Buyer's Examination Period, any exceptions in the Commitment which are not objected to matters disclosed by Buyer by the “Survey” expiration of the Buyer's Examination Period, or with respect to any updated Commitment, within three (as hereinafter defined3) business days after Buyer's receipt of same, will be deemed to be approved by Buyer and shall constitute the "Permitted Exceptions". 8.4. If Buyer provides Title and Survey Objections, Seller will use its good faith and best efforts to expeditiously cure such Title and Survey Objections by the Closing Date; provided, however, Seller shall be obligated (a) to cause to be released, on or before the date of Closing, any monetary liens or security interests created by, under or through Seller (including without limitation, the mortgage payable to The Frost National Bank), and ad valorem taxes due on the Property, and (b) to cause to be released, on or before the date of Closing, liens and security interests created by, under or through third parties, but in no event will Seller be obligated to expend or incur any expense or liability for such cure for liens or security interests created by, through or under third parties in excess of a maximum outlay in costs and expenditures of One Hundred Thousand and no/100 Dollars ($100,000.00). If Seller is otherwise unable to cure any one or more of such Title and Survey Objections, such failure shall not be an event of default by Seller, but in such event Seller shall have a reasonable time after Seller’s receipt notify Buyer in writing of such statement Title and Survey Objections (not the "First Election Notice"), and request that Buyer waive Buyer's right to exceed terminate this Agreement due to such objection(s). Buyer shall thereafter have five (5) days) business days after receipt of the First Election Notice within which to cure any such objections, but Seller shall have no obligation waive its termination right or to cure any such objectionsterminate this Agreement. 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 Buyer fails to cure such objections respond within such five (5) daysbusiness day period, Seller shall deliver a second notice (the "Second Election Notice") specifying the Title and Survey Objection and stating that Buyer failed to respond to the First Election Notice, and, Buyer will be deemed to have waived and accepted the uncured and unsatisfied Title and Survey Objections, which shall then become Permitted Exceptions (hereinabove defined). If Buyer terminates this Agreement under this Section 8, the Initial Xxxxxxx Money Payment, less One Hundred Dollars ($100.00) to be retained by Seller as consideration for this Agreement, and the Xxxxxxx Money Deposit will be refunded to Buyer and the parties shall have no further obligations under this Agreement except as to obligations which specifically are provided in this Agreement to survive termination of this Agreement. 8.5. If and to the extent that there is any change in the Commitment or Survey after expiration of Buyer's Examination Period, then Purchaser in such event only, Buyer will have until Closing to notify Seller of any objections to any items not previously reflected in the Commitment or Survey, as the case may be (the Supplemental Title and Survey Objections"), and such item shall electnot be deemed to be a Permitted Exception and Seller shall be obligated to cure such Supplemental Title and Survey Objections or item in accordance with Section 8.4, above. If Seller fails to cure or satisfy such Supplemental Title and Survey Objections prior to Closing (other than as required by written notice to Seller and Escrow Agentin Section 8.4, above), Buyer shall be entitled only to either (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (iia) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above providedobjections, then Purchaser in which event Buyer shall be deemed to have elected accepted such uncured and unsatisfied objections (which shall become Permitted Exceptions), or (b) terminate this Agreement by written notice accordingly from Buyer to waive such objections Seller at or prior to the Closing Date, in which case the Initial Xxxxxxx Money Payment, less One Hundred Dollars ($100.00) to be retained by Seller as consideration for this Agreement, and the Xxxxxxx Money Deposit will be refunded to Buyer and the parties shall have no further obligations under this Agreement except as to obligations which specifically are provided in the aforesaid item (ii). In no event will Purchaser have the right this Agreement to object to, and in no event will Seller have any obligation to cure, any survive termination of the title orthis Agreement.

Title and Survey Objections. A. On Within fifteen (15) days after the receipt of the latter of the Survey or before June 10, 2004, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land the Title Insurance Company ( the “Title Company”), an owner’s title insurance commitment (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”), Purchaser shall deliver to provide Seller a statement with notice of any objections matters set forth in the Title Commitment or Survey which are unacceptable to Seller’s title to Purchaser (other than encumbrances of an ascertainable amount which aggregate less than the Property Purchase Price which shall be paid from the proceeds of sale and any objections shall be released as to matters disclosed by of the “SurveyClosing Date” (as hereinafter defineddefined hereinafter)), and which matters shall be referred to herein as "Title Defects". Matters set forth in the Title Commitment or Survey to which Purchaser does not timely object shall be referred to collectively herein as the "Permitted Exceptions". Seller shall have a reasonable time sixty (60) days after Seller’s receipt of such statement (not to exceed five (5) days) the aforesaid notice from Purchaser within which to cure any such objections, but Seller shall have no obligation utilize its best efforts to cure any such objectionsTitle Defects to the satisfaction of the Purchaser and the Title Company. 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 fails or refuses to cure such objections any Title Defect within such five sixty (560) daysday period, then Purchaser shall electmay, by written notice to Seller and Escrow Agent, to either at its option (i) terminate this Agreement and receive a full refund of Agreement, whereupon the Deposit, and thereafter this Agreement shall be deemed null and void and of no further force or and effect, and neither Purchaser nor Seller no party hereto shall have any further rights, duties, liabilities obligations or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or liability hereunder; (ii) waive cure any such objections Title Defect, in which event the Purchase Price shall be reduced by all or a portion of the costs and consummate expense incurred by Purchaser in connection with the transaction contemplated herein curing of such Title Defect; or (iii) accept title to the Property subject to such Title Defect without reduction of an adjustment to the Purchase Price. If Purchaser does not provide Seller written notice of Prior to Purchaser’s election as above provided, then Purchaser shall be deemed to have elected to waive such objections as provided in the aforesaid 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. In no event will 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 have may exercise its option under item (i) or (iii) above. It is specifically understood and agreed that Purchaser reserves the right to object toto and may require the removal, correction or deletion of (i) all standard exceptions set forth in the Title Commitment, the General Sovereignty Lands Exception, and in no event will (ii) any gap, overlap, boundary dispute, hiatus or encroachment identified on the Survey which affects the Property or any adjacent properties. Further, Seller have shall, at or prior to Closing, satisfy, cure and release of record any obligation liens and encumbrances affecting the Property, at Seller's expense. At Closing, Seller shall provide the Title Company with such affidavits or other documents as are necessary to cure, enable the Title Company to remove any of standard exceptions from the title orTitle Policy to which Purchaser has objected.

Title and Survey Objections. A. Prior to the execution of this Agreement, Seller has delivered to Purchaser Seller’s existing surveys that include the Land entitled Crosstown Center, prepared by Professional Engineering Consultants, Inc., dated May 6, 2009, and last revised June 10, 2009 (the “Existing Survey”). On or before June 10, 2004forty-five (45) days after the Effective Date, Purchaser shall, at Purchaser’s expense sole cost and through expense, obtain a survey of the Property sufficient for the deletion of the “survey exception” from the title agent selected insurance policy and otherwise acceptable to Purchaser (the “Survey”). The costs of the Survey shall be paid by Purchaser. If the survey shows any gaps, encroachments, overlaps, easements, or other defects, or matters that impair title for the Property or prevents or impedes Purchaser’s development of the Property for Purchaser’s Intended Use as reasonably determined by Purchaser, then Purchaser may so notify Seller in the same manner as this Agreement prescribes for Title Defects (as hereinafter defined). B. Purchaser shall, at Purchaser’s expense, obtain from Commonwealth Land First American Title Insurance Company ( (herein in this capacity referred to as the “Title Company”), an owner’s title insurance commitment (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On and on or before June 24, 2004 forty-five (45) days after the “Out Effective Date”), Purchaser shall deliver to Seller a written statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the Survey (the “Survey” Notice of Defect”) describing in reasonable detail the existence and nature of any such objections (as hereinafter definedcollectively, the “Title Defects”). Any title exception listed in the commitment or survey matter disclosed by the Survey that is not listed in such Notice of Defect (other than a Mandatory Removal Lien) shall be deemed a permitted title exception, subject to which the Property shall be conveyed to Purchaser. Within ten (10) days after receipt of the Notice of Defect, Seller shall provide notice to Purchaser of which Title Defects it elects to cure and Seller shall have a until Closing to cure said Title Defects. Seller agrees to take commercially reasonable time after Selleractions to satisfy all B-1 requirements in the Commitment within its control and Seller shall satisfy, pay or bond-off at Closing from the sales proceeds, amounts secured by consensual liens or mortgages; mechanics’ and materialmen’s receipt liens, unless caused by Purchaser’s actions; real estate taxes and assessments which are due and payable (subject to proration adjustments as provided herein); and any liquidated final non-appealable liens or judgments affecting all or any portion of such statement the Property, unless caused by Purchaser’s actions (collectively, the “Mandatory Removal Liens”). If Seller elects not to exceed five (5) days) within which to cure any such objectionsor all Title Defects, but Seller shall have no obligation to cure any such 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 fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow Agentwithin ten (10) days after notice or deemed notice from Seller, to either (i) terminate this Agreement and receive a full refund of so much of the DepositDeposit as is then held by Escrow Agent, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If The foregoing part of this Section III B to the contrary notwithstanding, as Seller is obligated to cure and satisfy by Closing all Mandatory Removal Liens and all Title Defects which Seller agreed to cure prior to or at Closing in response to the Notice of Defect, Seller shall have until the Closing to so satisfy all such matters, and Purchaser does need not provide make the election specified above with respect to such matters, and if Seller written notice of Purchaser’s election as above providedfails to cure and satisfy by Closing all such matters, then Purchaser shall be deemed to have elected to waive such objections as provided the election specified in the aforesaid item (ii). In no event will last sentence of Section III C below. C. Purchaser shall have the right to object tohave its title examination and Survey updated until 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 as a new Title Defect, and (i) which were not listed in the Commitment, as to title matters, (ii) which were not shown on the Survey, as to survey matters, or (iii) were not contemplated in this Agreement as being created as a part of this transaction, or (iv) were not otherwise consented to or caused by Purchaser (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 written notice to Seller given on or before the Closing Date, whereupon Purchaser shall receive a full refund of so much of the Deposit held by Escrow Agent, and thereafter this Agreement shall be null and void and of no event will further force or effect, and neither Purchaser nor Seller shall have any obligation further rights, duties, liabilities or obligations to curethe other by reason hereof except for the Inspection Indemnity, any or (ii) Purchaser may cure such new objections created by Seller and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) waive such objections and consummate the transaction contemplated herein without reduction of the title orPurchase Price.

Title and Survey Objections. A. On or before June 10Seller shall deliver to Purchaser within two (2) days after the Effective Date, 2004, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”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 June 24April 28, 2004 2008 (the “Out 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) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the event that Purchaser does not send to Seller on or before the Out Title Objection 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 Title Objection Date except as provided in Section III B hereof. In the event that Seller fails to cure such objections within such five (5) days, then Purchaser shall elect, by written notice to Seller and Escrow AgentAgent given within two (2) days after the end of such five (5) day period, to either (i) terminate this Agreement and receive a full refund of the Deposit, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), or (ii) waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have elected to waive such objections as provided in the aforesaid item (ii)) and the exceptions set forth on the Commitment shall be deemed “Permitted Exceptions”. In no event will 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. B. Purchaser shall have the right to object tohave its title examination and Survey updated until the Closing Date, and if any such update discloses any new title exceptions or survey matters as to which Purchaser has an objection and which were not 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 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 null and void and of no event will further force or effect, and neither Purchaser nor Seller shall have any obligation further rights, duties, liabilities or obligations to curethe 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 liquidated amount of money and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive such objections and consummate the transaction contemplated herein without reduction of the title orPurchase Price.

Title and Survey Objections. A. On Seller shall cause the Escrow Agent to issue to Purchaser a current standard commitment for an ALTA-Form B title insurance policy (the "Title Commitment"), naming Purchaser as the proposed purchaser of the Property and including copies of all documents and instruments noted on Schedule B thereto as encumbrances on title (collectively the "Title Commitment") as soon as reasonably possible and in any event within ten (10) days of the date hereof. The Purchaser shall have until expiration of the Feasibility Period to report to Seller in writing any survey or before June 10title defects or other objections regarding the Property that are disclosed by Purchaser's examination of the Title Commitment which, 2004in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on existing or future use of the Property which are not acceptable to Purchaser. Seller shall have the right, but not the duty to cure any such title objections reported by Purchaser. If the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction prior to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaserits option, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”), an owner’s title insurance commitment (the “Commitment”) together with legible copies of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”), Purchaser shall deliver to Seller a statement of any objections to Seller’s title to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter defined), and Seller shall have 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 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 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 Agreement, in which event the Deposit, and thereafter this Agreement Deposit shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), refunded; or (ii) waive such objections defects and consummate the transaction contemplated herein without proceed to Settlement, with no reduction of in the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above ; provided, then Purchaser however, that all mortgages, deeds of trusts and other monetary liens shall be deemed to have elected been objected to waive such objections as provided in by Purchaser, shall be paid at Settlement, and the aforesaid item (ii)parties hereby authorize application of the Purchase Price proceeds to effect the same. In no event will If any additional matters of record are created after the date of the examination of title contemplated hereby, and prior to Settlement, Purchaser shall have the right to object to, and in no event will further delay Settlement a reasonable time to permit Seller have any obligation to cure, any complete curative action. Any matters of the title oror survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waived.

Title and Survey Objections. A. On or before June 10, 2004, Purchaser shall, at Within five (5) Business Days after Purchaser’s expense and through a title agent selected receipt of the Title Commitment and, if obtained by Purchaser, obtain from Commonwealth Land Title Insurance Company ( the “Title Company”), an owner’s title insurance commitment Survey (but in no event later than five (5) Business Days before the “Commitment”) together with legible copies expiration of all matters referred to therein as exceptions to title. On or before June 24, 2004 (the “Out Date”Due Diligence Period), Purchaser shall deliver notify Seller in writing of, with respect to Seller a statement of 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 to the Property and any objections as to matters disclosed by the “Survey” (as hereinafter definedTitle Response Period”), and Seller shall have a reasonable time after give Purchaser written notice (“Seller’s receipt Title Notice”) of such statement (not to exceed five (5) days) within which whether it agrees to cure any such objections, but 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 objectionsTitle Objection from title at any time prior to Closing. In the event that Purchaser If Seller does not send agree in writing, during Seller’s Title Response Period, to cure every Title Objection identified by Purchaser at or prior to Closing and 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 is 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 fails required to cure such objections within Title Objections pursuant to the terms of this Section 4.2(c), Seller shall not be obligated to cure such five 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 (5and for purposes of clause (ii) days, then Purchaser below the term “release” shall elect, by written notice to Seller and Escrow Agent, to either also include bonding off) (i) terminate this Agreement 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 receive a full refund of such liens are released promptly following the Deposit, Closing; and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have (ii) any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined), i) monetary encumbrance or (ii) waive 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 objections liens and consummate encumbrances pursuant to the transaction contemplated herein without reduction immediately preceding sentence shall survive Closing. (1) All real estate taxes and assessments not due and payable as of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above providedClosing Date, then Purchaser shall be deemed to have elected to waive such objections as provided (2) matters disclosed in the aforesaid item Title Commitment and (ii). In no event will 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 have are referred to collectively herein as the right to object to, and in no event will Seller have any obligation to cure, any of the title or“Permitted Exceptions”.

Title and Survey Objections. A. On or before June 10, 2004(a) The Commitment and Survey described in this Article are together collectively referred to as “Title Evidence.” Prior to the Execution Date, Purchaser shall, at Purchaser’s expense and through a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( has provided written notification (the “Title CompanyObjections”) to Sellers of any Liens, Claims, encroachments, exceptions or defects disclosed in the Title Evidence (including, without limitation, any refusal by the Title Company or inability of the Title Company to issue any endorsement or requested coverage or the surveyor’s inability to meet any survey requirements) which in Purchaser’s sole discretion was unacceptable or adversely impacts any of the Property, the Facilities, the Pharmacy Location, the White Oak Business or operation thereof (collectively, “Defects”). Except as set forth in this Agreement, an owner’s title insurance commitment (Xxxxxxx have elected not to cure the “Commitment”) together with legible copies of Defects. Except for Mandatory Cure Items, any and all matters referred to therein of title of record and survey existing as exceptions to title. On or before June 24, 2004 (of 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) days) within which to cure any such objections, but Seller shall have no obligation to cure any such objections. In the event that Purchaser does not send to Seller on or before the Out Execution 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 become Permitted Exceptions. If Sellers 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 fails elected to cure such objections within such five (5) daysDefects, then Purchaser Sellers shall electcure the Defects prior to the Closing Date at their sole cost and expense. Except for the Mandatory Cure Items (as defined below), by written notice to Seller and Escrow Agent, to either the following shall be deemed Permitted Exceptions: (i) terminate this Agreement and receive a full refund matters of record as 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 Execution Date in the other by reason hereof except for respective counties in which the Inspection Indemnity (hereinafter defined), or Property is located; (ii) waive such objections and consummate the transaction contemplated herein without reduction matters of survey in existence as of the Purchase PriceExecution Date; (iii) any matters of zoning as such existed on the Execution Date; and (iv) all Defects which Sellers have elected not to cure. If Purchaser does Notwithstanding the foregoing, Sellers shall be obligated to terminate or cure any of the following at or prior to the Closing Date whether or not provide Seller written notice of objected to by Purchaser’s election as above provided, then Purchaser and in no event shall be deemed to have elected to waive such objections as provided become Permitted Exceptions (collectively, “Mandatory Cure Items”): A. all deeds of trust, mortgages, security deeds, UCC financing statements, security instruments, mechanics’ liens and other similar monetary liens in the aforesaid item name of a Seller which are not expired pursuant to applicable Law and which affect the Property or any part thereof; B. all fines, past due Taxes or assessments of any kind in the name of a Seller which constitutes a Lien against the Property to the extent such assessments can be cured by the payment of money; C. all judgments which have attached to and become a Lien against the Property or any part thereof; D. that certain right of first refusal (iithe “Charleston ROFR”) reserved by and for the benefit of Trident Medical Center, LLC, a Delaware limited liability company, as successor-in-interest to North Trident Regional Hospital, Inc. (“Trident”) in that certain deed titled “Title to Real Estate” to White Oak Manor, Inc., dated October 24, 1988, and recorded on October 31, 1988, in Book 179, at Page 207 in the Office of the Register of Mesne Conveyance for Charleston County, South Carolina (the “Charleston Deed”). In no event will , being a portion of Charleston County Parcel TMS #000-00-00-000, and that certain Option Agreement by and between the same parties effective on or about February 1, 1988 (the “Charleston Option Agreement”) referenced in the Charleston Deed, pursuant to which Sellers are obligated to obtain a waiver of the Charleston ROFR from Trident with respect to the applicable portion of the Property to be conveyed pursuant to this Agreement (the “ROFR Waiver”); provided, however, that in connection with Sellers obtaining the ROFR Waiver, Purchaser acknowledges and agrees as follows: (1) the Charleston ROFR only encumbers a portion of the Property on which the subject Facility is located; (2) in exchange for granting the ROFR Waiver, Trident may request that the Charleston ROFR be amended (as part of the ROFR Waiver or in a separate agreement) to include an adjacent parcel or parcels of land on which the subject Facility is located (the “Charleston Amendment”); and (3) Sellers may enter into the Charleston Amendment in order to obtain the ROFR Waiver, so long as the Charleston Amendment does not materially alter the obligations of Purchaser under the Charleston Deed or the Charleston Option Agreement, other than as stated above and provided, further, that Purchaser shall have the right to object toreview and approve the ROFR Waiver prior to Sellers’ execution and any terms or conditions thereof in order to confirm that the foregoing stipulations have been satisfied; and E. the following Defects, provided that Sellers’ obligation to cure each respective Defect is limited in all respects to such action or actions expressly set forth below: 1. With respect to that certain Commitment dated January 12, 2024, bearing commitment number NCS-1N4SSC09, incorporated by reference herein, the respective Seller shall provide written confirmation, in a form acceptable to Purchaser and the Title Company (which acceptance shall not to be unreasonably withheld, conditioned or delayed), that the improvements described in Exceptions 17 and 19, as set forth therein, have been completed. 2. With respect to that certain Commitment dated January 8, 2024, bearing commitment number NCS-1N4SNC15, incorporated by reference herein, the respective Seller shall provide the annual sand filter inspection sheets (“Sand Filter Reports”), to the extent in Seller’s possession or control, related to the improvements which are the subject of Exception 13, as set forth therein. Purchaser has received the Sand Filter Reports prior to the Execution Date. 3. With respect to that certain Title Commitment dated November 30, 2023, bearing commitment number NCS-1N4SNC02, incorporated by reference herein, to the extent not presently in use by the respective counterparties thereto, the respective Seller shall provide written confirmation that the agreements which are the subject of Exceptions 12 and 20, as set forth therein, are no longer in use by the respective counterparties thereto. 4. With respect to that certain Commitment dated November 30, 2023, bearing commitment number NCS-1N4SNC01, incorporated by reference herein, to the extent not presently in use by the respective counterparties thereto, the respective Seller shall provide written confirmation that the agreements which are the subject of Exception 10, as set forth therein, is no longer in use by the respective counterparty thereto. 5. With respect to that certain Commitment dated January 12, 2024, bearing commitment number NCS-1N4SSC07, incorporated by reference herein, with respect to Exception 20, those certain North Grove Medical Park Protective Covenants and Easements, recorded on December 6, 2007 (the “North Grove Covenants”), the respective Seller shall request and use commercially reasonable efforts to obtain an estoppel statement from each entity comprising the Developer, as defined in the North Grove Covenants, in a form and substance consistent with the requirements set forth in Section 8.01 of the North Grove Covenants. Notwithstanding the foregoing, if Seller is unable to obtain an estoppel statement from either entity comprising the Developer (as defined in the North Grove Covenants) despite such commercially reasonable efforts, then the respective Seller shall provide an estoppel statement to Purchaser stating that (a) there are no unpaid Assessments, as defined in the North Grove Covenants, which are then due and outstanding, and (b) to the respective Seller’s Knowledge, there are no violations by the respective Seller under the North Grove Covenants. 6. With respect to the exceptions contained in no event will any Commitment which relate to the existence of a trust or lien created under the Perishable Agricultural Commodities Act of 1930 (7 U.S.C. §§499a, et seq.) or the Packers and Stockyards Act (7 U.S.C. §§181 et seq.), the respective Seller have any obligation shall provide an affidavit, in a form reasonably acceptable to cureSeller and the Title Company to remove such exception from Purchaser’s final policy, provided that, regardless of the delivery of the foregoing affidavit, to the extent such exception is removed from the final policy, this Defect shall be deemed cured. (b) If, prior to the Closing Date, any update to or amendment of the Commitment reflects any new title orexception created after the Execution Date, or if the Survey is amended to reflect matters created after the Execution Date, then, as Purchaser’s sole remedy therefor, provided that such new exception is not the result of a willful violation of any covenant of Sellers contained in this Agreement, Purchaser shall have ten (10) calendar days from the date it receives any such updated Commitment or Survey disclosing the same to disapprove the same by written notice to Sellers (collectively, the “New Title Objections”). Upon timely delivery of the New Title Objections to Sellers, all references to the Title Objections in this Section 4.02 shall be deemed to apply to the New Title Objections and the terms of such provisions shall apply to such New Title Objections. Notwithstanding anything to the contrary herein, the Closing Date shall be automatically extended to provide Purchaser and Sellers the time period provided for in this Section 4.02(b) to deliver the New Title Objections and related notices set forth in this Section 4.02 as applicable.

Title and Survey Objections. A. On or before June 10, 2004, Seller has delivered a survey of the Land (which survey also includes some adjacent land owned by Seller not being conveyed to Purchaser) to Purchaser. Purchaser shall, at Purchaser’s expense and through has obtained a title agent selected by Purchaser, obtain from Commonwealth Land Title Insurance Company ( Survey of the Property (the “Title CompanySurvey”), ) and shall deliver a copy thereof to Seller. Purchaser has obtained an owner’s title insurance commitment (the “Title 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 June 24title (any such exceptions set forth in the Title Commitment, 2004 (the “Out DatePermitted Exceptions”), . Purchaser shall deliver to Seller a statement of any has no objections to Seller’s title to the Property and or to any objections as matters relating to matters the Property disclosed by the Survey. B. Purchaser shall have the right to have its title examination and Survey updated until the Closing Date, and if any such update discloses any new title exceptions arising after the examination date shown in the Title Commitment or new survey matters arising after the date of the Survey as to which Purchaser has an objection and which were not listed in the Title 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 “Survey” (as hereinafter definednew objection”), Purchaser shall promptly deliver to Seller a statement of any such new objections and Seller shall have a reasonable time after Seller’s receipt of such statement (not to exceed five (5) days) within which until the Closing Date to cure any all such new objections, but Seller shall have no obligation to cure any such 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 fails to cure such new objections within such five by the Closing Date (5i) days, then Purchaser shall elect, may terminate this Agreement by written notice to Seller and Escrow Agentgiven on the Closing Date, to either (i) terminate this Agreement and whereupon Purchaser shall receive a full refund of the DepositDeposit from Seller, and thereafter this Agreement shall be null and void and of no further force or effect, and neither Purchaser nor Seller shall have any further rights, duties, liabilities or obligations to the other by reason hereof except for the Inspection Indemnity (hereinafter defined)Indemnity, or (ii) Purchaser may cure any such new objections voluntarily created by Seller subsequent to the examination date shown on the Title Commitment which can be cured by payment of a liquidated amount of money and deduct the reasonable cost thereof from the Purchase Price otherwise payable by Purchaser at Closing, or (iii) Purchaser may waive such objections and consummate the transaction contemplated herein without reduction of the Purchase Price. If Purchaser does not provide Seller written notice of Purchaser’s election as above provided, then Purchaser shall be deemed to have elected to 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.