Common use of Title and Survey Clause in Contracts

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s 's sole cost and expense, obtain and deliver to omit such defect Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Policy Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to “insure over” make any such defect objections to the Buyer’s reasonable satisfactionUpdated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If the Seller is willing any objections to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed the Title Commitment or Existing Survey or exceptions to Closing without any abatement in title are made within the Purchase Price with respect theretoTitle Review Period, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money andUpdated Survey are made before the date specified above, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the then Seller shall have no further rightsthe right, liabilities or obligations hereunder (but not the obligation except as expressly survive hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the termination of this Agreement)Closing Date in a manner reasonably acceptable to Purchaser. In If the event that objections are not cured by Seller no later than five (5) days before the Buyer does not make such election within the applicable time framescheduled Closing Date, the Buyer shall be deemed then Purchaser may as its only option, elect to have elected to waive any such defects pursuant to clause either: (i) above. Subject to those items below expressly required to be cured waive such objection and consummate the transaction contemplated by the Seller, all title matters not objected to by the Buyer during the Study Period this Agreement; or (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to ii) terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to Purchaser and neither party shall have any further obligations to the Buyerother party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, andSeller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, upon return mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions requirements set forth in Schedule B - Section 1 of the Seller, Commitment at or prior to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementClosing Date.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall deliver to Purchaser copies of the most recent title policies and surveys of the Real Property that are in Seller’s possession or control (if any). Purchaser shall have the right to obtain new or updated title commitments and/or surveys for the Real Property and Purchaser shall provide copies of any such updates to Seller within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to the expiration of the Inspection Period, Purchaser shall give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. Seller shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects (or is deemed to have elected not to remove) to which Purchaser has so objected, Purchaser shall elect either (a) The Seller shall order and cause to be delivered terminate this Agreement (in whole but not in part) or (b) to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and on account thereof. Purchaser shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make any such election within the applicable time frame, the Buyer shall be deemed by written notice to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at given on or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to expiration of the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingInspection Period; provided, however, that in the event that the if Seller commences to cure a title defect and then elects not to remove and cure any Intervening Lienscomplete such cure, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be returned immediately deemed an election by Purchaser to proceed to Closing in accordance with clause (b) above. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSurviving Obligations.

Title and Survey. (a) The Seller shall Promptly upon execution of this Agreement, Purchaser may order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause from the Title Company a preliminary title commitment with respect to be delivered the Property (the “Title Commitment”). Purchaser shall direct the Title Company to each send a copy of the Buyer and the Title Commitment to Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence Promptly upon execution of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller Agreement, Purchaser may cure any defect by causing the Title Companyarrange, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the “Survey”). Subject Purchaser likewise shall make copies of any such Survey available to those items below expressly required Seller prior to be cured by Closing. Purchaser shall have until the Seller, if end of the Seller is unwilling or unable Inspection Period to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after give written notice thereof from (the “First Title Notice”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Buyer (or within 5 days Closing Date, Purchaser may give written notice of exceptions to title first appearing of record after the Seller’s time for giving notice has expired without effective date of any notice from the Seller), updated title commitment or matters of survey which would not have been disclosed by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed an accurate updated examination of title or preparation of an updated ALTA survey prior to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund date of the Xxxxxxx Money and, upon return of initial Title Commitment or the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the initial Survey. Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the termination Purchaser so objects. Within five (5) Business Days after receipt of this Agreement)Purchaser’s First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. In the event that the Buyer does not make such If Seller fails to give written notice of election within the applicable time framesuch five (5) Business Day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any such defects pursuant objections, Seller shall be entitled to clause (i) above. Subject to those items below expressly required to be cured by one or more reasonable adjournments of the Seller, all title matters not objected to by the Buyer during the Study Period (or objected Closing of up to but which not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller declinesshall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to declinehave elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as provided above if Purchaser had not objected thereto and without reduction of the Buyer thereafter electing Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Xxxxxxx Money to Purchaser). Notwithstanding the above, if such exceptions mentioned in clause (ii) above were entered into by Seller after the Effective Date hereof and Purchaser elects to proceed to Closing, Seller shall have the affirmative obligation to cure such exceptions before Closing and Purchaser shall not take subject to them. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages obligated to cure or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that satisfy all Monetary Objections at or prior to Closing Closing, and may use the Seller shall cure by payment, bonding, or escrow deposit acceptable to proceeds of the Title Company (and the Escrow Agent is authorized to pay and discharge Purchase Price at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged for such monetary title defectspurpose. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Prior to Closing, the Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shallhave, at its expense, order (i) obtain from the Title Company and cause deliver to be delivered to each of the Buyer a preliminary title report covering the Real Property (the “Title Commitment”) and a copy of each document referenced in the Seller, Title Commitment as an exception to title to the Real Property and (ii) obtain and deliver to the Buyer an existing ALTA survey of the PropertyReal Property made after the date of this Agreement (the “Survey”). After The Buyer shall have five (5) Business Days after the date of receipt of the survey Title Commitment or the Survey, whichever is later (the “Title Exam Deadline”) to review the Title Commitment and the title commitmentSurvey and to notify Seller, in writing, of such objections as the Buyer may have to anything affecting the Real Property contained in the Title Commitment or the Survey. Any item contained in the Title Commitment or any matter shown on the Survey to which the Buyer does not object prior to the Title Exam Deadline shall be deemed a Permitted Encumbrance. In the event the Buyer shall notify the Seller of any defects in objections to title or survey to matters shown by such commitment and/or ALTA survey that on the Buyer is unwilling Title Commitment or the Survey prior to accept. Within 5 days after such notificationthe Title Exam Deadline, the Seller shall notify the Buyer whether the Seller is willing use its best efforts to cure such defects; the Seller’s failure objections and take all steps to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all eliminate such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect objections as an exception to the Title Policy or to “insure over” such defect exceptions to the Buyer’s reasonable satisfactionTitle Policy. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller Notwithstanding anything in this Agreement to the contrary, all Liens that relate to Retained Liabilities shall not be Permitted Encumbrances, Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller)objects to all such Liens, by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make pay and discharge all such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that Liens at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to Closing. Nothing herein waives the Buyer’s attention any defect right to claim a breach of Section 3.16 or to claim a right to indemnification as provided in title which Article VII if the Seller becomes aware Buyer suffers Damages as a result of and which were created by, under or through the Seller a misrepresentation with respect to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementReal Property.

Title and Survey. (a) The Seller shall order and cause to be GES has delivered to each of the Buyer and Company a preliminary title commitment (the Seller a commitment “Title Commitment”), sufficient for the issuance of a TLTA Owner Policy of Title Policy from Insurance with respect to the Real Estate in the amount of $3,900,000.00 (the “Title Policy”), issued by American Title Company of Houston, 0000 Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the “Title Company”) as agent for First American Title Insurance Company (the “Title Underwriter”), together with true, correct and legible copies of all underlying title exception documentsinstruments referred to therein as conditions or exceptions to title. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After Company will have ten (10) days after receipt of the survey last of the Title Commitment, legible copies of documents evidencing title exceptions, and the title commitmentUpdated Survey (defined below) to object in writing to matters disclosed in the Title Commitment other than the standard printed exceptions contained in the promulgated form of the Title Commitment. The Company’s failure to object under this paragraph within the time allowed will constitute a waiver of the Company’s right to object, except that the Buyer requirements in Schedule C of the Title Commitment will not be deemed to have been waived. If objections hereunder are made by the Company within the time allowed, GES shall notify the Seller Company within five (5) days of any defects in title or survey shown by receipt of such commitment and/or ALTA survey that the Buyer is unwilling objections as to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing GES intends to cure such defects; objections, in which event GES shall have ten (10) days after the Sellerdate of such notice to the Company to cure such objections. If GES has not notified the Company within five (5) days of receipt of the Company’s failure objections under this paragraph of its intent to so notify cure such objections or if GES elects not to cure all of such objections, the Buyer Company shall have only the right, by giving notice thereof to GES within ten (10) days of the expiration of GES’s reply period or receipt of GES’s election not to cure the Company’s objections, (a) to terminate this Agreement, or (b) to waive such objections under this paragraph and proceed to Closing. In the event the Company does not give such election notice within said ten (10) days period, the Company shall be deemed to be the Seller’s refusal have elected option (b) above. Should GES elect to cure all the Company’s objections and fail to do so within the time allowed hereunder, the Company may elect to extend the Closing Date as necessary to allow GES to cure such defects (except for any defects consisting of those items objections, or to terminate this Agreement, or to waive such objections and proceed to Closing under the provisions as stated herein. Those exceptions that appear in the last sentence of this SECTION 3.2 below expressly required to be cured Title Commitment and conditions shown on the Updated Survey (defined below), in each case as accepted by the SellerCompany pursuant to the terms of Section 9.5, shall constitute the “Permitted Exceptions”; provided, however, that the term “Permitted Exceptions” shall not include any Liens or title defects that GES is obligated to cure hereunder or agrees to cure before the Closing. (b) GES has delivered to the Company a Texas Society of Professional Surveyors Category 1A, Condition II, as-built survey for the Real Estate (“Original Survey”). The Seller may cure any defect Company may, at the Company’s sole discretion and expense, have prepared by causing a Texas registered land surveyor, and deliver to GES, not later than thirty (30) days after the Effective Date, an updated survey of the Real Estate (“Updated Survey”) and metes and bounds field note description thereof, properly certified to the Company and the Title Company. The Original Survey and the Updated Survey (collectively, the “Surveys”), shall: (i) identify the Real Estate by metes and bounds or platted lot description; (ii) show that such Survey was made and staked on the ground with corners permanently marked; (iii) set forth the dimensions and total area of the Real Estate; (iv) show the location of all Improvements, highways, streets, roads, railroads, rivers, creeks, or other waterways, fences, easements, and rights of way on the Real Estate with all easements and rights of way referenced to their recording information; and (v) show any discrepancies or conflicts in boundaries, any visible encroachments, and any portion of the Real Estate lying within the 100-year floodplain as shown on the current Federal Emergency Management Agency map. The Company may within fifteen (15) days after its receipt of each Survey object in writing to any matter that constitutes a defect or encumbrance to title on such Survey or if such Survey shows any part of the Real Estate to lie in a 100-year floodplain area. The Company’s failure to object under this paragraph within the time allowed will constitute a waiver of the Company’s right to object, except that the requirements in Schedule C of the Title Commitment will not be deemed to have been waived. The Company’s failure to make an objection with regard to the Original Survey shall constitute a waiver of the Company’s right to make the same objection to the Updated Survey. If objections hereunder are made by the Company within the time allowed, such objections shall be dealt with in accordance with the provisions of Section 9.5(a). The legal description used in the Updated Survey and approved by the Company and GES shall be utilized in the Deed and other documents and schedules related to this Agreement, including Schedule 2.1(e) of the GES Disclosure Schedules (which schedule shall, notwithstanding Section 4.23, be updated with such description from the Updated Survey that is so approved). (c) At the Closing, the Company shall, at the SellerCompany’s sole cost and expense, to omit such defect as an exception to obtain the Title Policy or to “insure over” such defect with respect to the Buyer’s reasonable satisfactionReal Estate. If the Seller is willing to cure such defects, the Seller The Title Policy shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller show fee simple title to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement Real Estate vested in the Purchase Price with respect theretoCompany, or subject only to: (iia) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes current real estate Taxes not yet due and payable), the Buyer shall be deemed liability for which is apportioned pursuant to have notified the Seller that the Buyer is unwilling to accept such defects Section 9.9; and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. Purchaser acknowledges receipt of the Title Report and Survey. Seller acknowledges receipt of written notice from Purchaser of its objections (the “Title Objections”) with respect to the Title Report and the Survey based on its review thereof. Any matters of title or survey in the Title Report or the Survey and not contained in such written notice are conclusively deemed to be accepted and approved by Purchaser, except for New Title Objections (as defined below) and for Survey matters expressly reserved by Purchaser in its Title Objections, in each case not subsequently waived as provided in the next paragraph. Seller shall have until 5:00 p.m., Atlanta, Georgia time, on December 5, 2014 or, if later, the date this Agreement is executed by Purchaser and Seller, to notify Purchaser that Seller (a) The Seller shall order and will cause or (b) elects not to cause any or all of the Title Objections disclosed therein to be delivered removed or, subject to each of the Buyer and the Seller a commitment for the Title Policy from Purchaser’s approval (in Purchaser’s sole discretion), insured over by the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer Purchaser within such period as to any Title Objection shall be deemed an election by Seller not to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing remove or have the Title CompanyCompany insure over such Title Objection. If Seller notifies or is deemed to have notified Purchaser that Seller shall not remove nor have the Title Company insure over any or all of the Title Objections, at Purchaser shall have until the Seller’s sole cost and expenseexpiration of the Investigation Period, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives terminate this Agreement, which termination shall be subject to the terms of Section 5.4, or (ii) waive such defects Title Objections and shall proceed to Closing without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund on account of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)such Title Objections. In the event that the Buyer If Purchaser does not make give such election notice within the applicable time frameresponse period, the Buyer Purchaser shall be deemed to have elected to waive such Title Objections. For the avoidance of doubt, Purchaser shall not be required to accept any Curative Endorsements or affirmative insurance over Title Objections unless Purchaser, in its sole discretion, approves same in writing. Notwithstanding anything herein to the contrary, if the Title Report or Survey is re-issued or updated after the Title Objection deadline, Purchaser shall have the right to object (each, a “New Title Objection”) to any additional matter of title or survey disclosed or contained in any such defects pursuant update (notwithstanding the passage of the Investigation Period). If Seller is unable or unwilling to clause cause any such New Title Objection to be removed or, subject to Purchaser’s approval (in Purchaser’s sole discretion), insured over by the Title Company by the earlier of five (5) days following receipt by Seller of a New Title Objection or the Closing Date, Purchaser shall have the right either to (i) above. Subject waive such New Title Objection and proceed to those items below expressly required to be cured by Closing without any adjustment in the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declinesPurchase Price, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to (ii) terminate this Agreement) , which termination shall be deemed “Permitted Title Exceptions.” Notwithstanding subject to the foregoingterms of Section 5.4. If Purchaser does not give such notice on or before the Closing Date, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer Purchaser shall be deemed to have notified the Seller that the Buyer is unwilling elected to accept waive such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the New Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defectsObjection. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. Within two (a2) The Business Days after the execution of this Agreement, Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title CompanyCompany a preliminary owner's title commitment with respect to the Property issued in favor of Purchaser (the “Title Commitment”). Purchaser shall request that the Title Company make copies of the Title Commitment, together with and copies of all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items recorded exceptions referenced in the last sentence of this SECTION 3.2 below expressly required Title Commitment, available to be cured by the Seller). The Seller may cure any defect by causing on the Title Company's website. Purchaser shall arrange for the preparation of one or more updates of the Existing Survey (each and together, at the Seller’s sole cost and expense, to omit such defect as an exception “Survey”). Purchaser shall have until the Business Day which is six (6) Business Days prior to the last day of the Inspection Period to give written notice (the “First Title Policy Notice”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchaser's examination of title. From time to “insure over” such defect time at any time after the First Title Notice and prior to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsClosing Date, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after Purchaser may give written notice thereof from the Seller of exceptions to the Buyer (or within 5 days title first appearing of record after the Seller’s time for giving notice has expired without effective date of any notice from the Seller), updated title commitment or matters of survey which would not have been disclosed by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed an accurate updated examination of title or preparation of an updated ALTA survey prior to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund date of the Xxxxxxx Money and, upon return of initial Title Commitment or the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the initial Survey. Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections affecting the termination Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) Business Days after receipt of this Agreement)Purchaser's First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller's election with respect to such objections. In the event that the Buyer does not make such If Seller fails to give written notice of election within the applicable time framesuch five (5) Business Day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any such defects pursuant objections, Seller shall be entitled to clause (i) above. Subject to those items below expressly required to be cured by one or more reasonable adjournments of the Seller, all title matters not objected to by the Buyer during the Study Period (or objected Closing of up to but which not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller declinesshall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting the Property, if Seller elects, or is deemed to declinehave elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as provided above if Purchaser had not objected thereto and without reduction of the Buyer thereafter electing Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller's election not to attempt to cure any objection or of Seller's determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Xxxxxxx Money to Purchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be deemed “Permitted Title Exceptions.” Notwithstanding obligated to cure or satisfy all Monetary Objections affecting the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that Property at or prior to Closing Closing, and Seller may use the Seller shall cure by payment, bonding, or escrow deposit acceptable to proceeds of the Title Company (and the Escrow Agent is authorized to pay and discharge Purchase Price at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged for such monetary title defectspurpose. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Seller shall order Purchaser has obtained, at Seller's cost and cause to be delivered to each of the Buyer and the Seller expense, for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon (the Title Policy from "TITLE COMMITMENT") on the Land and Improvements issued by the Title Company. Purchaser has delivered a copy of the title Commitment to Seller. During the Due Diligence Period, together with all underlying title exception documents. The Buyer shallPurchaser shall have the right to obtain, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception any desired endorsements to the Title Policy or to “insure over” such defect Commitment which are available, if any. Purchaser shall obtain at Seller's expense for Purchaser's review an update to the Buyer’s reasonable satisfactionExisting Survey (the "UPDATED SURVEY"). Purchaser shall deliver a copy of the Updated Survey to Seller in a timely manner. As used herein, "PERMITTED EXCEPTIONS" means the items listed on EXHIBIT D hereof. If prior to the Closing Date there are additional title exceptions identified by the Title Company, then Seller is willing shall have the right, but not the obligation, to cure such defectsexceptions on or before the Closing Date. Notwithstanding the foregoing, the Seller shall be obligated to remove each exception, if: (a) it can be removed by the payment of a liquidated sum of money or by posting a bond; or (b) it arises as a result of any willful or voluntary act promptlyof Seller or Prior Owner or any affiliate of Seller after the date hereof, diligently and use commercially reasonable efforts to cure such defects at its expenseregardless of the cost. Subject to In addition, Seller shall remove those items below expressly required to be title mechanics lien exceptions, if any, listed on EXHIBIT E. If the objections are not cured by Seller by the Seller, if the Seller is unwilling or unable to cure any other such defects by scheduled Closing (or fails to notify Buyer and therefore has elected not to cure such defects)Date, then the Buyer shall electPurchaser may as its only option, within 5 days after written notice thereof from the Seller elect to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either either: (i) waives waive such defects objection and shall proceed to Closing without any abatement in consummate the Purchase Price with respect thereto, transaction contemplated by this Agreement; or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to Purchaser and neither party shall have any further obligations to the Buyer, and, upon return of other party except for the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSurviving Obligations.

Title and Survey. (a) The 6.1 Seller shall order convey and Buyer shall accept a title such as a reputable title insurance company licensed to do business in the State wherein the Shopping Center is located will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller’s existing title insurance policy for the Real Estate (the “Existing Title Policy”) and of Seller’s existing survey of the Real Estate (the “Existing Survey”). Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain (at Buyer’s sole expense) updates of the Existing Survey (the “Updated Survey”); if Buyer does obtain such an Updated Survey, Buyer shall cause it to be delivered certified to each Seller and Buyer shall promptly furnish Seller with a copy thereof. As used in this Section 6.1, the term “Survey” shall mean the Updated Survey or, if no Updated Survey is obtained by Buyer, the Existing Survey. Promptly following the execution of the this Agreement, Buyer and the Seller shall also (at Buyer’s sole expense) obtain a commitment for an ALTA 2006 Owner’s Policy of Title Insurance (the “Title Policy from the Title Company, together Commitment”); and Buyer shall promptly furnish Seller with complete copies thereof (including complete copies of all underlying title exception documentsdocuments referenced therein as provided by the title company to Buyer). The Buyer shall, at its expense, order and cause Not later than five (5) days prior to be delivered to each the expiration of the Buyer and the SellerDue Diligence Period, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the give Seller written notice that the Buyer either (i“Buyer’s Title Notice”) waives such defects and shall proceed to Closing without of any abatement title exceptions which are contained in the Purchase Price with respect thereto, Title Commitment or on the Survey. Failure by Buyer to give Buyer’s Title Notice (iior to object to any matter referenced in the Title Commitment or the Survey) terminates this Agreement to Seller on or before said date shall constitute Buyer’s final and irrevocable approval of the condition of title (and to any such unobjected to matter) in and to the Real Estate. If Buyer’s Title Notice shall be entitled timely given Seller shall have a period of sixty (60) days following Seller’s receipt of Buyer’s Title Notice, to receive a full and immediate refund of remove, correct, cure or satisfy any matters raised in Buyer’s Title Notice (the Xxxxxxx Money and“Title Objections”), upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the it being nevertheless agreed that Seller shall have no further rightsobligation to undertake any action or to incur any expense in order to effectuate any such removal, liabilities correction, cure or obligations hereunder satisfaction (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding notwithstanding the foregoing, if or anything else contained in this Agreement to the contrary, Seller shall be required to remove or discharge any such defects of title consist of fee mortgages or deeds of trust, as well as any other monetary liens and/or tax liens (other than liens for taxes in an ascertainable dollar amount created by Seller); and it also being agreed that any attempt by Seller to cure shall not yet due and payable), the Buyer shall be deemed to have notified the construed as an admission by Seller that such Title Objection is one that would give Buyer the Buyer is unwilling right to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”)cancel this Agreement. To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in In the event that the Seller elects not to remove and attempt to remove, correct, cure or satisfy the Title Objections, or if having elected to do so, does not within said sixty (60) day period effectuate any Intervening Lienssuch removal, other than the Permitted Title Exceptionscorrection, and such exist at Closingcure or satisfaction as aforesaid (hereinafter called “title correction”), the Buyer shall have the right at its sole option either (a) to terminate this Agreement whereupon Agreement, in which event the Xxxxxxx Money Deposit shall be returned immediately to Buyer and neither party shall thereafter have any further liability hereunder, except as set forth in Sections 4.2 and 15.8, or (b) to accept such title as is disclosed by the Title Commitment without title correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer’s receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the event that Seller (even though under no duty to do so) shall undertake title correction as aforesaid, and, upon return of the Xxxxxxx Moneyand shall be successful, this Agreement shall terminate continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to seek title correction (as set forth above). Buyer shall make its election within three (3) days after Buyer’s receipt of written notice from Seller to Buyer of the extent to which title has been corrected. 6.2 If at the Closing Date there may be any liens or encumbrances which render title unmarketable and are not permitted title exceptions hereunder, and which Seller is obligated or desires to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Buyer at the Closing instruments in recordable form and sufficient to satisfy such liens and encumbrances of record together with the cost of recording or filing said instruments; or provided that Seller has made arrangements with the title company in advance of Closing, Seller will deposit with said company sufficient monies, acceptable to and required by it to insure obtaining and the Buyer recording of such satisfactions and the issuance of title insurance to Buyer either free of any such liens and encumbrances, or with insurance against enforcement of same out of the insured premises (any such insurance being subject to Buyer’s acceptance thereof, in its sole discretion). The existence of any such liens and encumbrances shall not be deemed objections to title, if Seller shall have no further rightscomply with the foregoing requirements, liabilities unless Buyer rejects affirmative insurance as a cure for same. Unpaid liens for taxes, water charges, sewer rents and assessments which are the obligation of Seller to satisfy and discharge shall not be objections to title, but the amount thereof, plus interest and penalties thereon, shall be deducted from the Purchase Price to be paid hereunder. Unpaid franchise tax of any corporation in the chain of title, or obligations hereunder (except estate, income or other taxes which may be liens against the Property as expressly survive of the termination Closing Date shall not be an objection to title, provided the title company agrees to insure against the collection of said taxes from the Property and in such event if required by the title company, Seller agrees to deposit at Closing with the title company an amount deemed reasonable by it to secure the payment of such unpaid franchise tax, or other tax. 6.3 In the event that Seller is unable to convey title in accordance with the terms of this Agreement, or if any representation of Seller herein is untrue in a material respect on the Closing Date and Seller does not correct same, or if Seller fails to deliver all estoppels required by Section I l.3(A)(c) hereof (it being understood Seller will be entitled to a reasonable adjournment of Closing to cure any such untrue representations or obtain any such missing estoppels, not to exceed 30 days); provided, further, the sole responsibility of Seller will be to refund (or cause to be refunded by the Escrow Agent) to Buyer any amount paid on account of the Purchase Price; upon the making of such refund, this Agreement shall be deemed canceled, neither party shall have any further claim against the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach reason of this Agreement, except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8. 6.4 All costs of obtaining the Title Commitment, the policy of title insurance and survey shall be borne by Buyer.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall deliver to Purchaser copies of the most recent title policies and surveys of the Real Properties that are in Seller’s possession or control (if any). Purchaser shall have the right to obtain new or updated title commitments and/or surveys for the Real Properties and Purchaser shall provide copies of any such updates to Seller within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to the expiration of the Inspection Period, Purchaser shall give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. Seller shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) The Seller shall order and cause to be delivered terminate this Agreement (in whole but not in part) or (b) to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and on account thereof. Purchaser shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make any such election within the applicable time frame, the Buyer shall be deemed by written notice to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at given on or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to expiration of the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingInspection Period; provided, however, that in the event that the if Seller commences to cure a title defect and then elects not to remove and cure any Intervening Lienscomplete such cure, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be returned immediately deemed an election by Purchaser to proceed to Closing in accordance with clause (b) above. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSurviving Obligations.

Title and Survey. Buyer shall obtain each of the following at its own cost and expense: (i) a current Survey of the Real Property; and (ii) a title insurance commitment for the Real Property issued by a title insurance company selected by Buyer (the “Title Commitment”). Buyer shall notify Seller on or before the expiration of the Inspection Period, as the same may be extended in accordance with Section 4.1 above, of any matters reflected on the Title Commitment or on the Survey that would make Seller unable to give title to the Premises as stipulated herein, including without limitation, any title or survey matters that are objectionable to Buyer (referred to herein as “Defects of Title”, or individually, a “Defect of Title”). Any such written notice is referred to herein as a “Buyer’s Title Notice”. Seller shall have five (5) business days following its receipt of Buyer’s Title Notice to notify Buyer by written notice as to whether or not Seller has elected to cure or not to cure the matter or matters objected to by Buyer in such Buyer’s Title Notice (a “Seller’s Title Notice”). If Seller notifies Buyer in its Seller’s Title Notice that Seller has elected not to cure any matter objected to in such Buyer’s Title Notice, or if, having elected to attempt to cure a Defect of Title, Seller is unable to do so within the Cure Period as defined below, after the exercise of good faith efforts, Buyer shall elect, within five (5) business days following its receipt of Seller’s Title Notice, or the end of the Cure Period, as the case may be, to either (a) The waive its objection or objections to the matter or matters specified in Buyer’s Title Notice and not being cured by Seller, in which case such matter or matters shall become Permitted Exceptions; or (b) terminate this Agreement by written notice to Seller, in which case the Deposit shall be returned forthwith to Buyer by the Escrow Agent without any further required action by either Buyer or Seller and neither party shall have any further liability or obligation to the other hereunder, unless such Defect of Title arises as a result of Seller’s default hereunder, and except for any matter that expressly survives the Closing or the termination of this Agreement. If Seller has elected to cure any matter, Seller shall order have sixty (60) days after the date of Buyer’s Title Notice (the “Cure Period”) to attempt to cure any such Defect of Title in a manner reasonably acceptable to Buyer (and, if necessary, the Closing shall be extended to accommodate such time periods), and cause Buyer shall be given a reasonable opportunity prior to Closing to verify that such matter has been cured to Buyer’s reasonable satisfaction. Buyer shall be delivered deemed to each have waived any objection to any Defect of Title unless Buyer notifies Seller of such Defect of Title on or before the end of the Buyer and Inspection Period, as the Seller a commitment for the same may be extended as provided in Section 4.1. Accordingly, any Defect of Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause not timely objected to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure a “Permitted Exception”. In all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly events Seller shall be required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that remove at or prior to Closing (X) any mortgages affecting the Seller shall cure by paymentProperty and any other liens encumbering the Property that secure monetary obligations (including, bondingwithout limitation, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Sellermechanic’s proceeds, if not so curedliens) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received such liens are voluntarily created by the Buyer pursuant to SECTION 3.2(a) Seller or arise out of any work performed by or on behalf of Seller (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than documents evidencing and securing the Permitted Title ExceptionsAssumed Loan), and (Y) any tax liens or amounts affecting the Seller mayProperty being conveyed due for taxes, at its sole option, undertake, at its expense, all necessary actions to remove and cure water or sewer for any and all such Intervening Liens period of time prior to Closing; provided. With respect to any monetary liens that are not included within clauses (X) or (Y) above, however, that in Seller agrees to cause such liens to be released from the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities Property by posting a bond or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementotherwise.

Title and Survey. (a) The Seller 4.1. Purchaser shall order obtain, at its sole cost and cause to be delivered to expense a title report and survey for each of the Buyer Properties from a national title insurance company. At least five (5) days prior to the expiration of the Feasibility Period, Purchaser shall deliver copies of such title reports and surveys to Sellers and notify (the Seller "Title Notice") Sellers which, if any, of the liens, defects, encumbrances or other matters disclosed thereby are objectionable to Purchaser (the "Title Defects"). Within two (2) Business Days after receipt by Sellers of the Title Notice, Sellers shall notify Purchaser if Sellers are willing and able to cure any of the Title Defects (the "Cure Notice"). All title defects, encumbrances and other matters which are a commitment matter of public record on or before the expiration of the Feasibility Period or which are otherwise disclosed by Purchaser's title reports or surveys for the Properties, except for Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order Defects which are objected to by Purchaser and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing which Sellers agree to cure such defects; in the Seller’s failure to so notify the Buyer Cure Notice, shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller)"Permitted Exceptions" which Purchaser shall take title subject to. The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller Sellers shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable have no obligation to cure any other such defects by Closing (Title Defects, except for mortgages, mechanics liens, monetary judgments or fails delinquent real estate taxes, which Sellers agree to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller bond or pay off at or prior to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)Closing. In the event that Sellers are unable or unwilling to cure any Title Defects which are material to the Buyer does not make such election within Properties, taken as a whole, then Purchaser shall have the applicable time frameright, as its sole remedy, to terminate this Agreement pursuant to Section 3.1 hereof prior to the Buyer expiration of the Feasibility Period. After the Feasibility Period, Purchaser shall be deemed to have elected waived its rights under this Section 4.1 and to waive any such defects pursuant have accepted the quality and condition of title to clause (i) above. Subject the Premises subject only to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Prior to the Inspection Date, Seller shall order identify (and cause advise Buyer, in writing, of) any easements or similar agreements Seller shall need to record prior to, or at Closing, to retain any rights on any of its property not being sold to Buyer. All such easements and similar agreements shall be delivered subject to each of Buyer’s prior written approval, which approval shall not be unreasonably withheld. Buyer will have until 6:00 p.m. E.S.T. on the Buyer date that is two (2) business days prior to the Inspection Date (“Title Objection Deadline”) to examine title to the Property and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order Survey and cause give written notice to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in objections to the title or survey shown by such commitment and/or ALTA survey that the Survey which Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects may have (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller“Title Objections”). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or Buyer fails to notify Buyer and therefore has elected not to cure such defects)timely so advise Seller of any Title Objections, then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected waived such right to waive object to any such defects pursuant title exceptions or defects. Seller shall review any comments Buyer provides to clause (i) aboveSeller in writing regarding its Title Objections. Subject On or before the Inspection Date, Seller shall respond to those items below expressly required any Title Objections that are timely delivered to be cured Seller by the Buyer. If Seller’s response to any of Buyer’s Title Objections is not acceptable to Buyer, then Buyer may elect, by written notice to Seller, all title matters not objected on or before 6:00 p.m. E.S.T. on the Inspection Date, either to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to a) terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon case the Xxxxxxx Money shall be returned immediately to the BuyerBuyer by Escrow Agent, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller parties shall have no further rights, liabilities rights or obligations hereunder (hereunder, except as for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the termination transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to timely advise Seller of its election, it shall be deemed to have elected the option contained in subpart (b) above. In the event that (i) Buyer advises Seller of Title Objections on or before the Title Objection Deadline, and (ii) some or all of the Title Objections remain outstanding and unresolved to Buyer’s satisfaction (or uncured) on the Inspection Date (the “Outstanding Title Objections”); provided, furtherbut Buyer does not elect to terminate this Agreement pursuant to (a) above, then Seller hereby covenants and agrees that, from and after the Inspection Date and continuing to the Closing Date, Seller shall have use reasonable and good faith efforts to address and resolve (or cure) the unconditional commitment Outstanding Title Objections. Seller is not obligated to remove any Intervening Lienactually resolve and cure those Outstanding Title Objections, other than the Permitted Title Exceptionsbut rather, created directly by the affirmative actions of the Sellerto act reasonably and in good faith in an effort to do so. It shall, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.however,

Title and Survey. (a) The Within three (3) Business Days after the Effective Date, Seller shall order provide Purchaser with a copy of the most recent owner’s and cause lender’s title insurance policies issued in connection with the Real Property and all existing surveys of the Real Property, each if and to the extent that the same are reasonably available in Seller’s possession or control. Purchaser acknowledges receipt of title commitments of the Real Property (together with legible copies of all documents listed as exceptions to title in such commitments) for a 2006 ALTA Owner’s Title Insurance Policy issued by the Title Company for each Property in the full amount of the Purchase Price, covering title to the Real Property on or after the date hereof, showing Seller as owner of the Real Property in fee simple (the “Title Commitments”). The premium for the title policy to be delivered to each of the Buyer and the Seller a commitment for issued in connection with the Title Policy from the Title Company, together with all underlying title exception documentsCommitments shall be an expense of Seller at Closing. The Buyer shallPurchaser may, at its sole costs and expense, order and cause to be delivered to have surveys of each Real Property prepared (the “Surveys”). Purchaser shall have until the end of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Study Period to give Seller of a written notice that sets forth any defects in objections that Purchaser has to title or survey shown by such commitment and/or ALTA survey that matters affecting the Buyer is unwilling to acceptProperty and disclosed on the Title Commitments or the Surveys (the “Purchaser Title Objections”). Within 5 Seller shall have seven (7) days after receipt of such notificationwritten notice to cure the Purchaser Title Objections, either by the removal of the Purchaser Title Objections or, if applicable, by the procurement of title insurance endorsements providing coverage against loss or damage as a result of the Purchaser Title Objections, in the form generally in use by the Title Company and approved by Purchaser in its sole and absolute discretion. Seller shall notify the Buyer whether the Seller is willing not be obligated to cure such defectsthe Purchaser Title Objections; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal provided, however, if Seller fails to cure all such defects (except the Purchaser Title Objections for any defects consisting a Property within said 7-day period, Purchaser shall have the option, in its sole discretion, of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (ix) waives such defects and shall proceed to Closing without any abatement in accepting the Purchase Price with respect thereto, title as it then is or (iiy) terminates terminating this Agreement and in its entirety, in which event the Deposit shall immediately be entitled returned to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx MoneyPurchaser, this Agreement shall terminate and the Buyer Purchaser and the Seller shall have no further rights, obligations or liabilities or hereunder other than Purchaser’s obligations hereunder (except as expressly survive under Section 5.1(b) and Section 5.3. Notwithstanding anything in this Agreement to the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Sellercontrary, all title matters not objected to Voluntary Liens will be satisfied by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at on or prior to the Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceedsDate or, if not so cured) satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller, and cause Purchaser shall have no obligation to be cancelled and discharged such monetary title defectsgive Seller any notice of objection with respect to any Voluntary Liens. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller If Purchaser becomes aware of and which were created by, under or through the Seller to the extent not included any changes in the initial title commitment received by Title Commitment or Survey first disclosed to Purchaser after the Buyer pursuant Study Period (the “Stub Period Title Matters”) which are not acceptable to SECTION 3.2(aPurchaser, Purchaser shall give written notice to Seller that it disapproves any such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the sooner to occur of five (each5) days after receipt of written notice thereof or the Closing Date. If Purchaser does not deliver a notice of Stub Period Title Objections, an “Intervening Lien”). To then Purchaser shall be deemed to approve the extent that there exist any Intervening Liens, applicable Stub Period Title Matter (other than the Permitted Stub Period Must Removes). If Purchaser delivers a notice of Stub Period Title ExceptionsObjections, the Seller mayshall have seven (7) days after receipt thereof to cure, at its sole option, undertake, at its cost and expense, all necessary actions to remove the Stub Period Title Objection, either by the removal of the Stub Period Title Objection or, if applicable, by the procurement of title insurance endorsements providing coverage against loss or damage as a result of the Stub Period Title Objection, in the form generally in use by the Title Company and cure any approved by Purchaser in its sole and all such Intervening Liens prior to Closingabsolute discretion; provided, however, that in the event that the Seller elects not shall be obligated to remove and any Stub Period Title Matters intentionally caused by Seller or that are Monetary Liens (whether or not such matters are Stub Period Title Objections) at no cost or expense to Purchaser (the “Stub Period Must Removes”). If Seller fails to cure any Intervening Liensthe Stub Period Title Objections for a Property within said 7-day period, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate option, in its sole discretion, of either (y) accepting the title as it then is or (z) terminating this Agreement whereupon in its entirety, in which event the Xxxxxxx Money Deposit shall immediately be returned immediately to the Buyer, and, upon return of the Xxxxxxx MoneyPurchaser, this Agreement shall terminate and the Buyer Purchaser and the Seller shall have no further rightsobligations or liabilities hereunder other than Purchaser’s obligations under Section 5.1(b) and Section 5.3. Notwithstanding anything in this Agreement to the contrary, liabilities all Stub Period Must Removes will be satisfied by Seller on or obligations hereunder (except as expressly survive prior to the termination Closing Date or, if not so satisfied, shall be satisfied at Closing out of this Agreement); providedthe proceeds otherwise payable to Seller, further, the Seller and Purchaser shall have the unconditional commitment no obligation to remove give Seller any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions notice of the Seller, or objection with respect to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementany Stub Period Must Removes.

Title and Survey. Within five (5) Business Days following the Effective Date, the Company shall deliver to Purchaser copies of the most recent title policies and surveys of the Real Property that are in the Company’s possession or control (if any). Purchaser shall have the right to obtain new or updated title commitments and/or surveys for the Real Property and Purchaser shall provide copies of any such updates to the Company within five (5) Business Days after its receipt thereof. At least ten (10) Business Days prior to the expiration of the Inspection Period, Purchaser shall give the Company notice of any title exceptions or other matters set forth on the Company’s title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. The Company shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects. If the Company is unable or unwilling to take such actions as may be required to cure such objections, the Company shall give Purchaser notice thereof; it being understood and agreed that the failure of the Company to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by the Company not to remedy such matters. If the Company shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) The Seller shall order and cause to be delivered terminate this Agreement (in whole but not in part) or (b) to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and on account thereof. Purchaser shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make any such election within by written notice to the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at Company given on or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to expiration of the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingInspection Period; provided, however, that in if the event that the Seller Company commences to cure a title defect and then elects not to remove and cure any Intervening Lienscomplete such cure, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon by written notice to the Xxxxxxx Money Company within three (3) Business Days after the Company notifies Purchaser thereof. The failure of Purchaser to give such notice shall be returned immediately deemed an election by Purchaser to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder proceed to Closing in accordance with clause (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementb) above.

Title and Survey. (a) The Prior to the execution of this Agreement, Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy ordered from the Title CompanyCompany a preliminary owner's title commitment with respect to the Property issued in favor of Purchaser (the "Title Commitment"). Purchaser shall request that the Title Company make copies of the Title Commitment, together with and copies of all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items recorded exceptions referenced in the last sentence of this SECTION 3.2 below expressly required Title Commitment, available to be cured by the Seller). The Seller may cure any defect by causing on the Title Company's website. Purchaser may arrange, at the SellerPurchaser’s sole cost and expense, to omit such defect as an exception for the preparation of one or more updates of the Existing Survey (each and together, the "Survey"). Purchaser shall have until the Business Day which is six (6) Business Days prior to the last day of the Inspection Period to give written notice (the "First Title Policy Notice") to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchaser's examination of title. From time to “insure over” such defect time at any time after the First Title Notice and prior to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsClosing Date, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after Purchaser may give written notice thereof from the Seller of exceptions to the Buyer (or within 5 days title first appearing of record after the Seller’s time for giving notice has expired without effective date of any notice from the Seller), updated title commitment or matters of survey which would not have been disclosed by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed an accurate updated examination of title or preparation of an updated ALTA survey prior to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund date of the Xxxxxxx Money and, upon return of initial Title Commitment or the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the initial Survey. Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections affecting the termination Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within five (5) Business Days after receipt of this Agreement)Purchaser's First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller's election with respect to such objections. In the event that the Buyer does not make such If Seller fails to give written notice of election within the applicable time framesuch five (5) Business Day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any such defects pursuant objections, Seller shall be entitled to clause (i) above. Subject to those items below expressly required to be cured by one or more reasonable adjournments of the Seller, all title matters not objected to by the Buyer during the Study Period (or objected Closing of up to but which not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller declinesshall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting the Property, if Seller elects, or is deemed to declinehave elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as provided above if Purchaser had not objected thereto and without reduction of the Buyer thereafter electing Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller's election not to attempt to cure any objection or of Seller's determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Xxxxxxx Money to Purchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be deemed “Permitted Title Exceptions.” Notwithstanding obligated to cure or satisfy all Monetary Objections affecting the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that Property at or prior to Closing Closing, and Seller may use the Seller shall cure by payment, bonding, or escrow deposit acceptable to proceeds of the Title Company (and the Escrow Agent is authorized to pay and discharge Purchase Price at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged for such monetary title defectspurpose. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Seller shall order From and cause to be delivered to each of after the Effective Date Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shallmay obtain, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the SellerXxxxx’s sole cost and expense, a title insurance commitment for the Real Property (the “Title Commitment”), issued by the Title Company accompanied by copies of all documents referred to omit such defect as in the Title Commitment. The Title Commitment shall evidence the Title Company’s agreement to issue an exception ALTA Owner’s Policy of Title Insurance, in the full amount of the Purchase Price, insuring marketable fee simple title to the Title Policy or to “insure over” such defect Real Property vested in Buyer, subject only to the Permitted Exceptions (as hereinafter defined) and, otherwise acceptable to Buyer and Seller in form and substance (“Title Policy”). (b) Within the Inspection Period, Buyer shall have the right to obtain a new survey of the Real Property (the “Survey”). The cost of the Survey shall be the responsibility of the Buyer. Promptly following receipt, Xxxxx shall deliver a copy of the Survey to the Seller. (c) No later than five (5) days prior to the expiration of the Inspection Period, Xxxxx will notify Seller in writing of Buyer’s reasonable satisfactionobjections to matters of title and survey shown on the Title Commitment or the Survey. If Buyer gives no notice of objection to title or survey within the Inspection Period, the exceptions, if any, which are shown in the Title Commitment or Survey shall be deemed to have been accepted by Buyer and shall become the “Permitted Exceptions.” Notwithstanding anything to the contrary herein (including any Buyer objection thereto), (i) the Regulatory Agreement (as hereinafter defined) and (ii) the matters of zoning shall be deemed Permitted Exceptions. In the event Buyer rejects or objects to matters of title or survey, Seller shall, within five (5) business days after receipt of Buyer’s written objections, notify Buyer whether Seller is able and willing to cure such defects, objections. Seller’s failure to provide written notice shall be deemed Seller’s election not to cure. In the event that Seller shall act promptly, diligently and use commercially reasonable efforts elects to cure such defects at its expense. Subject to those items below expressly required to be cured by the Sellerobjections, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled allowed to receive a full and immediate refund of complete any such cure on or before the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)Closing Date. In the event that the Buyer does Seller is diligently attempting to effect such a cure, Seller may extend the Closing Date for a period not make to exceed thirty (30) days in order to complete such election cure. In the event that Seller elects at any time not to cure (or is deemed to have elected not to cure) any Buyer’s objection or in the event that Seller is unable to cure any Buyer’s objection within the applicable foregoing thirty (30) day period, then Buyer shall within five (5) days after receipt of Seller’s election not to cure or the expiration of the foregoing thirty (30) day period, as the case may be, either: (i) accept the status of title or survey as shown and proceed with the Closing of this Agreement in accordance with the time frameschedule set forth in this Agreement without a reduction of the Purchase Price, in which case any such uncured Buyer’s objection shall be deemed included in the Permitted Exceptions or (ii) by written notice to Seller, declare this Agreement terminated, in which event the Xxxxxxx Money shall be refunded to Buyer. If Seller has not received written notice of acceptance of the status from Buyer within the aforesaid time period, Buyer shall be deemed to have elected to waive proceed with the Closing as set forth above and any Buyer objection not cured by Seller shall be deemed included in the Permitted Exceptions. Notwithstanding anything to the contrary stated in this Agreement, Seller shall have no obligation to cure any objection, except that Seller shall be obligated to satisfy or procure the release of any monetary liens or encumbrances created by Seller’s voluntary acts, which may be satisfied or released by the payment of money and such defects pursuant to clause (i) above. Subject to those items below expressly required amounts may be satisfied out of the Purchase Price to be cured by the Seller, all title matters not objected to by the delivered at Closing. If Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing elects to terminate this Agreement) , then the Agreement shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due terminated and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller parties shall have no further rights, liabilities rights or obligations hereunder (under this Agreement except as those expressly stated to survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementtermination.

Title and Survey. (a) The Seller shall order 4.2.1 Sellers have delivered the Existing Title Policies and cause Surveys to be delivered to each of the Buyer Purchaser and the Seller a commitment for the Title Policy from the Title Companyhave ordered, together with all underlying title exception documents. The Buyer shallon Purchaser's behalf, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects a separate commitment for title insurance on each Project issued by the Title Company and shall proceed to Closing without any abatement in dated after the Purchase Price with respect theretoEffective Date (each a "Title Commitment" and collectively, or the "Title Commitments") and (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund an update of each Survey which meets the Xxxxxxx Money andminimum standard detail requirements for an ALTA/ACSM Land Title Survey (collectively, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller "Updated Surveys"). Purchaser shall have no further rights, liabilities or obligations hereunder until the Approval Date to provide written notice to Sellers (except as expressly survive the termination "Title Notice") of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured matters shown by the Seller, all title matters Existing Title Policies or Surveys which are not objected satisfactory to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingPurchaser; provided, however, that in the event any new and additional matters or requirements are taken as exceptions to title by the Title Company in the Title Commitments or thereafter, then Purchaser shall deliver a Title Notice with respect to such new matters or requirements to Sellers on or before the later of (x) fifteen (15) business days after receipt of a Title Commitment raising such new matter or requirement and (y) the Approval Date. 4.2.2 If any Updated Survey reveals any matter not shown on the corresponding Survey which is not satisfactory to Purchaser, Purchaser shall deliver a Title Notice to Sellers within fifteen (15) business days of receipt of the Updated Survey which shall specify the objection (the objections stated in any Title Notice given pursuant to Sections 4.2.1 or 4.2.2 are herein collectively called the "Title Objections"). Sellers shall then have until the Approval Date, or in the case of a Title Notice relating to a new matter or requirement given after the Approval Date, a period of ten (10) business days after receipt of such Title Notice (the "Cure Date") to give written notice (the "Title Election") to Purchaser as to whether Sellers elect to cure such Title Objections. Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any Title Objections, provided that, notwithstanding the foregoing, if any Title Objections consist of Consensual Liens, Sellers shall be required to expend the aggregate amount of such Consensual Liens to remove of record (by payment or bonding) such Consensual Liens. Sellers shall not be deemed to have any obligation to cure any Title Objections (other than Consensual Liens) unless Sellers expressly undertake such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the relevant Cure Date and which recites that the Seller elects it is in response to a Title Notice and/or a Survey Notice. If Sellers elect not to remove and cure any Intervening Liens, Title Objections (other than Consensual Liens), Purchaser's sole right shall be to elect within ten (10) business days after receipt of Sellers' Title Election to either (a) terminate this Agreement (other than Surviving Obligations) and to receive PURCHASE AND SALE AGREEMENT MPR PROPERTY a refund of the Permitted Deposit, or (b) accept title in its current condition, without any adjustment in the Purchase Price (other than any abatement for uncured Consensual Liens), in which event such Title Exceptions, Objections shall be deemed to have been waived for all purposes. If Sellers elected to cure any Title Objection and such exist at Closingcure is not completed by the Closing Date, Sellers have the Buyer right to postpone the Closing for up to thirty (30) days in order to provide Sellers with an opportunity to cure such Title Objection. 4.2.3 All matters (other than Consensual Liens) shown on the Existing Title Policies and the Title Commitment and/or Survey and Updated Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Sellers elect not to cure as provided above, shall be deemed to be Permitted Encumbrances, subject, however, to Purchaser's termination rights provided in this Section 4.2 and in Section 4.5 hereof. 4.2.4 Purchaser shall have the right to terminate this Agreement whereupon deliver to Sellers, on or before the Xxxxxxx Money shall be returned immediately Approval Date, a list of all reciprocal easement agreements ("REAs") for which Purchaser requests estoppel certificates pursuant to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSection 10.1.3.

Title and Survey. (a) The Seller shall A. On or before the third day following the Effective Date hereof, Purchaser agrees to promptly order and cause to be delivered to each of the Buyer and the Seller a commitment for title insurance through the Title Policy from Company through his attorney. Purchaser shall have until the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each end of the Buyer and the Seller, an ALTA survey Due Diligence Period to notify Seller in writing of the Property. After receipt of the survey and the any objections it may have to said title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer otherwise Purchaser shall be deemed to have waived any objections it may have to Seller's title to the Premises and shall be required to close on its acquisition of the Premises without offset or abatement. Purchaser agrees to take title if insurable by Title Company at standard premiums and subject only to the Permitted Exceptions (hereafter defined). If Purchaser shall timely notify Seller of a defect in Seller's title, then Seller shall have the right, but not the obligation to cure said objection. If Seller notifies Purchaser that it will not cure said objection to title, then Purchaser may waive said objection and elect to close the purchase of the Premises or terminate this Contract (in which event the Downpayment with interest thereon shall be returned to Purchaser and the parties shall have no other liability to each other). Seller shall be entitled, at its option, to extensions of the Closing Date (hereafter defined) for up to thirty (30) days in the aggregate to attempt to cure such defect(s). If Seller shall have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, attempt to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and should Seller not cure such defect(s) regardless of the Seller covenants and agrees that at reason, then Purchaser shall have the option (exercisable within ten (10) days of Seller's notification thereof to Purchaser), to close on its purchase of the Premises in accordance with the terms hereof with no abatement or prior offset. If Purchaser shall not have timely exercised its option set forth in the preceding sentence, then this Contract shall terminate, the Downpayment together with interest thereon shall be returned to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (Purchaser and the Escrow Agent is authorized parties shall have no other liability to pay and discharge each other. Purchaser shall have three (3) days following its receipt of any updated, downdated commitment or pro forma policy (but in no event later than the Closing Date) to notify Seller of any new title defects raised thereby which did not exist at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to time of the Buyer’s attention any defect in title which the Seller becomes aware issuance of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination provisions above of this Agreement); provided, further, the Seller Paragraph shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions apply in respect of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementsuch new title defects.

Title and Survey. (a) The Within ten (10) days after the Effective Date, Seller shall order and cause to be delivered to each of the Buyer and the Seller provide Purchaser, at Seller’s expense, a title commitment for an ALTA owner’s policy of title insurance on the Real Property (the “Title Commitment”) and copies of all documents referenced in the Title Policy Commitment from Escrow Agent (also referred to herein as the “Title Company”). During the Inspection Period, together with all underlying title exception documents. The Buyer shallPurchaser may elect to obtain, at its Purchaser’s expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA a survey of the PropertyProperty (a “Survey”). After receipt Upon completion, Purchaser will promptly provide Seller with a copy of the survey Survey. Purchaser shall have until the end of the Inspection Period to review and object to the condition of title commitmentreflected in the Title Commitment or Survey. On or prior to the expiration of the Inspection Period, Purchaser may deliver to Seller a written notice of Purchaser’s objections to any matters raised by its review of the Buyer shall notify Title Commitment and Survey (the “Title and Survey Objections”). If Purchaser does not deliver to Seller notice of any defects in title Title and Survey Objections on or survey shown by such commitment and/or ALTA survey that prior to the Buyer is unwilling to accept. Within 5 days after such notificationexpiration of the Inspection Period, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer then Purchaser shall be deemed to have waived its right to object to any matters appearing on the Title Commitment and the Survey, except for any matters which Seller is obligated to satisfy or caused to be insured over pursuant to 3.2.2(b) below. Within ten (10) days of receipt of any such notice of Title and Survey Objections as set forth in this Section 3.2.2, Seller shall notify Purchaser in writing of Seller’s election to cure, at Seller’s sole expense, such Title and Survey Objections or Seller’s election to not cure such Title and Survey Objections (“Seller’s Response Notice”) (provided that Seller shall not be obligated to cure any such Title and Survey Objections that constitute Permitted Exceptions listed in 3.2.2(b) below). If Seller fails to provide Seller’s Response Notice to Purchaser within the ten (10) day period provided above, then Seller will be deemed to have elected to not cure any Title and Survey Objections. If Seller fails to provide the Seller’s refusal to cure all such defects (except for any defects consisting of those items in Response Notice or provides the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable same electing not to cure any other such defects by Closing (or fails to notify Buyer of the Title and therefore has elected not to cure such defects)Survey Objections, then the Buyer Purchaser shall electnotify Seller and Escrow Agent, within 5 three (3) business days after written notice thereof from following the Seller to the Buyer (or within 5 days after the later of receipt of Seller’s time for giving notice has expired without any notice from Response Notice or the expiration of the ten (10) day period to provide such Seller)’s Response Notice, by giving the Seller written notice that the Buyer of Purchaser’s election, in its sole and absolute discretion, to either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates terminate this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, (whereupon this Agreement shall terminate and Purchaser shall receive the Buyer Xxxxxxx Money from Escrow Agent) or (ii) proceed to Closing and accept title to the Real Property subject to those Title and Survey Objections which Seller shall have no further rightsso notified Purchaser would not be cured. If Purchaser fails to notify Seller within three (3) business days following receipt of Seller’s Response Notice as provided above, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer then Purchaser shall be deemed to have elected to waive any such defects pursuant accept title to clause (i) above. Subject the Real Property subject to those items below expressly required to Title and Survey Objections which Seller so notified Purchaser would not be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The At Closing, Seller shall promptly bring convey to Purchaser fee simple title to the Buyer’s attention any defect Real Property in title which the Seller becomes aware form of and which were created by, under or through a special warranty deed (the Seller “Deed”) subject only to the extent not included in Permitted Exceptions. The “Permitted Exceptions” shall consist of: (i) the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) lien of general real estate taxes and other public charges for which Purchaser is responsible under this Agreement (each, an “Intervening LienCurrent Taxes”). To ; and (ii) any recorded easements, restrictions, covenants or other exceptions shown on the extent that there exist any Intervening Liens, other than Title Report or the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall Survey (or which would have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return been revealed by an accurate ALTA survey of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except Real Property) to which Purchaser does not object to in writing as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementset forth in Section 3.2.2(a) above.

Title and Survey. (a) The Seller A. Within its Inspection Period, Purchaser shall order procure at Purchaser's expense, and deliver or cause to be delivered to each of the Buyer and the Seller a copy of a commitment for covering the Title Policy from Property issued by the Title Company, binding the Title Company to issue its standard form owner's policy of title insurance to Purchaser in the amount of the purchase price, together with certified copies of all underlying exceptions to title exception documentscoverage listed therein. The Buyer shall, at Purchaser shall have until the expiration of its expense, order and cause Inspection Period to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller in writing of any defects in or encumbrances upon Seller's title or survey shown by such commitment and/or ALTA survey that to the Buyer is unwilling Property (other than the Permitted Exceptions). Any matters not so timely objected to acceptshall become Permitted Exceptions. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing have until five (5) days prior to Closing to cure such defects; the Seller’s failure objections (or to make arrangements to so notify cure at Closing), including any survey objections made pursuant to Paragraph 8(B) below, but shall have no obligation to do so. Unless the Buyer shall be deemed parties agree in writing to be extend the Seller’s refusal to cure all such defects (except for Closing date, if any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be objections are not cured by the Seller). The Seller may cure any defect by causing the Title Companyscheduled date of Closing, at the Seller’s Purchaser may, as its sole cost and expenseexclusive remedies, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects terminate this Contract and receive a refund of the Deposit, whereupon neither party shall proceed to Closing without have any abatement in the Purchase Price with respect theretofurther obligation hereunder, or (ii) terminates this Agreement waive such defects and shall be entitled take the title as it then is upon giving to receive a full Seller written notice of such election no later than three (3) days prior to Closing and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)tendering performance on its part. In the event that the Buyer does not make absence of such election within the applicable time framenotice, the Buyer Purchaser shall be deemed to have elected to waive terminate this Contract. B. Prior to the expiration of its Inspection Period, if required by Purchaser, Purchaser may obtain at Purchaser's expense and deliver a copy to Seller forthwith upon Purchaser's receipt an updated survey of the Property certified to Seller, Purchaser and the Title Company and object, in writing, to any new matter shown thereon. Purchaser shall have ten (10) days following Purchaser's receipt of the survey within which to object to Seller, in writing, to any new matter shown thereon. Purchaser shall be conclusively deemed to have accepted all matters that would be disclosed by an accurate survey unless such defects pursuant written objections are timely delivered to clause Seller. Seller shall have ten (10) days following receipt of Purchaser's written objections in which to either (i) aboveremove any survey objections to Purchaser's reasonable satisfaction; or (ii) notify Purchaser of Seller's intention to do so prior to Closing. Subject If Seller does not remove the survey objections or notify Purchaser of Seller's intention to those items below expressly required to be cured by the Sellerdo so, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) Contract shall be deemed “Permitted Title Exceptions.” Notwithstanding terminated unless within five (5) days of the foregoing, if any such defects expiration of title consist the above ten (10) day period Purchaser notifies Seller in writing of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due Purchaser's election to waive those objections and payable), the Buyer shall be deemed proceed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”)close. To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in In the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); providedContract, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove Purchaser's Deposit shall be a material breach of this Agreementrefunded upon Purchaser's compliance with Paragraph 7 (C) hereof.

Title and Survey. Purchaser may: (a) The Seller shall order and cause to be delivered to each an “as built” survey of the Buyer Real Property (the “Survey”) by a licensed surveyor or registered professional engineer reasonably acceptable to Purchaser; and the Seller a commitment for (b) cause the Title Policy from Company to prepare and furnish the Title CompanyCommitment to Purchaser and Seller, together with copies of all underlying title exception documentsinstruments referred to thereon as exceptions to title. The Buyer shall, at its expense, order and cause to be delivered to each Purchaser shall deliver an original of the Buyer Survey and the Seller, an ALTA survey a copy of the Property. After Title Commitment (and such instruments) to Seller within three (3) Business Days of receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown thereof by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)Purchaser. In the event that Purchaser fails to obtain a Title Commitment or Survey prior to the Buyer does not make expiration of the Study Period, then Purchaser shall waive any right to object to any matter set forth in a Title Commitment or Survey, as the case may be, following the expiration of the Study Period. Not later than the expiration of the Study Period, Purchaser shall give Seller a written notice (the “Title Objection Notice”) that sets forth in reasonable detail an explanation of any objections that Purchaser has to title or survey matters affecting the Real Property (the “Purchaser Title Objections”); provided, however, that Purchaser shall have no right to object to any Permitted Exceptions. Seller shall have until 5:00 p.m. Boston time on the third (3rd) Business Day from its receipt of the Title Objection Notice (“Seller’s Title Election Period”) to give Purchaser notice as to whether Seller elects to use reasonable efforts to cure the Purchaser Title Objections by the Closing Date. If Seller fails to give Purchaser written notice of such election within before the applicable time frameend of Seller’s Title Election Period, the Buyer Seller shall be deemed to have elected not to waive any such defects pursuant attempt to clause (i) abovecure the Purchaser Title Objections. Subject If Seller elects not to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, have elected not to attempt to cure as provided above without any one or more of the Buyer thereafter electing Purchaser Title Objections, such Purchaser Title Objections shall constitute Permitted Exceptions and Purchaser shall have until 5:00 p.m. Boston time on the fifth (5th) Business Day after the end of the Study Period to elect whether to take title to the Property subject to such matters or to terminate this AgreementAgreement by giving written notice to Seller of such termination on or before such time on such fifth (5th) Business Day, and failure of Purchaser to so terminate this Agreement shall be deemed “Permitted an election to take title to the Property subject to such matters. If (x) Seller elects to use reasonable efforts to cure any one or more of the Purchaser Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bondingObjections, or escrow deposit acceptable (y) the Property becomes subject to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which arising after the date of any Title Commitment or Survey obtained prior to the expiration of the Study Period, as the case may be, Purchaser shall notify Seller becomes within three (3) Business Days of becoming aware of such defect (or at the Closing if less than three (3) Business Days remain until the Closing Date) and Seller shall have until the Closing Date, which were created by, under or through the Seller to the extent not included may in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole optiondiscretion, undertakeexercisable by written notice to Purchaser on or before the Closing Date, extend for one or more periods of up to sixty (60) days in total to provide additional time to complete such cure. If at its expensethe Closing Date, all necessary actions to remove and as so extended, Seller has not completed such cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer then Purchaser shall have the right to terminate this Agreement whereupon option of either accepting the Xxxxxxx Money title as it then is or receiving a refund of the Deposit, which shall promptly be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate Purchaser and the Buyer thereupon except for Surviving Obligations Purchaser and the Seller shall have no further rights, obligations or liabilities or obligations hereunder (except as expressly survive the termination of under this Agreement); provided. If Seller elects to use reasonable efforts to cure any one or more of Purchaser Title Objections, further, the Seller shall have the unconditional commitment in no event be required to remove bring or settle a lawsuit to clear any Intervening Lientitle defects and, other except for Seller Mortgages, Seller shall never be required to expend more than the Permitted Title Exceptions, created directly by the affirmative actions amount of the Seller, Title Cure Cap to cure all Purchaser Title Objections. All Seller Mortgages will be satisfied by Seller at or prior to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager)Closing or, and the failure to if not so remove satisfied, shall be satisfied at Closing by reserving proceeds otherwise payable to Seller in a material breach of this Agreementmanner reasonably satisfactory to the Title Company.

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller 5.2.1 Purchaser has been provided with a title insurance commitment for the Property for an ALTA Owner's Policy of Title Policy from Insurance dated February 7, 2005 ("Title Commitment"), accompanied by a copy of all documents referred to as exceptions in the Title Company, together Commitment. 5.2.2 Purchaser has been provided with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA a survey of the PropertyProperty dated February 16, 2001 ("Existing Survey"). After receipt Promptly following the Contract Date, Purchaser shall order either an update of the Existing Survey or, if required by Purchaser, a new survey of the Property ("Survey") prepared in accordance with the Minimum Standard Detail Requirements and Classifications for ALTA/ACSM Land Title Surveys published in 1999 ("Survey Standards"). 5.2.3 On or before the title commitmentexpiration of the Due Diligence Period ("Title Objection Date"), the Buyer Purchaser shall notify the Seller of any defects items in title the Survey that were not disclosed in the Existing Survey or survey in the Title Commitment that are unsatisfactory to Purchaser ("Objections"). Except to the extent that Purchaser so notifies Seller of any Objections, any item reflected in the Title Commitment, and any item shown by such commitment and/or ALTA survey that on the Buyer is unwilling to accept. Within 5 days after such notificationExisting Survey, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to have been approved by Purchaser and shall be the Seller’s refusal Permitted Exceptions for all purposes under this Agreement. 5.2.4 If Purchaser timely notifies Seller of any Objections, Seller may, but shall not be obligated to, endeavor to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required Objections to be cured by the Seller). The Seller may cure any defect by causing Purchaser's and the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s 's reasonable satisfaction. If Seller shall give notice to Purchaser on or before the date that is five (5) days following the date on which Purchaser notified Seller is willing of its Objections stating whether Seller agrees to cure each such defectsObjection prior to the Closing. If Seller fails timely to give such notice, the then Seller shall act promptly, diligently and use commercially reasonable efforts be conclusively deemed to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has have elected not to cure any such defects)Objections. Seller shall endeavor to cure at or before the Closing any Objection that it has agreed to cure in accordance with this Section 5.2.4, provided that Seller shall have the right to extend the Closing for a period not to exceed thirty (30) days in the aggregate if necessary to effect such cure. Seller may use a portion of the Purchase Price to effect such cure at Closing, and a title insurance endorsement reasonably acceptable to Purchaser that affirmatively insures over any Objection shall constitute cure of such Objection. 5.2.5 If Seller elects (or is deemed to elect) not to agree to cure any such Objections, then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer Purchaser may either (i) waives waive such defects and shall proceed to Closing Objections, without any abatement in reduction of the Purchase Price with respect theretoPrice, in which event such waived Objections shall become Permitted Exceptions for all purposes under this Agreement or (ii) terminates terminate this Agreement and by written notice to Seller, whereupon the Initial Deposit shall be entitled promptly returned to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate Purchaser and the Buyer and the Seller parties shall have no further rights, rights or liabilities or obligations hereunder (except as under this Agreement other than those that expressly survive the termination of this Agreement). In Purchaser shall make the election described in the preceding sentence by written notice to Seller on or before the expiration of the Due Diligence Period, and in the event that the Buyer Purchaser does not make such election within the applicable time frameelection, the Buyer Purchaser shall be conclusively deemed to have elected waived all Objections other than those that Seller has agreed to waive any such defects pursuant cure in accordance with Section 5.2.4. 5.2.6 Notwithstanding anything to clause the contrary in this Section 5.2, Seller shall cure at or before the Closing (i) above. Subject to those items below expressly required to be cured by the any mortgage lien created by, through or under Seller, all title matters not objected other than any UCC financing statement filed with respect to by the Buyer during the Study Period a Contract involving a lease of Seller's personal property, (ii) any recorded mechanics' lien or objected to but which the materialmen's lien resulting from work performed for Seller declines, or is deemed to decline, (it being agreed that Seller shall be entitled to cure as provided above without such liens by bonding over the Buyer thereafter electing same in a manner reasonably acceptable to terminate this AgreementPurchaser), and (iii) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoingany judgment lien, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens lien (other than liens for taxes not yet due and payable)) or other lien securing a monetary amount, the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, through or under or through Seller, which may be removed by the payment of a liquidated sum of money, provided that Seller shall not be required to the extent not included expend more than $500,000.00 in the initial title commitment received by the Buyer pursuant aggregate with respect to SECTION 3.2(aObjections described in clauses (ii) and (each, an “Intervening Lien”iii). To Seller may use a portion of the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions Purchase Price to remove and effect such cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. Within four (a4) The Business Days of the execution of this Agreement, Seller shall order and cause provided Purchaser with a preliminary title commitment with respect to be delivered to each the Property ("Title Commitment"). Promptly upon execution of the Buyer and the Seller a commitment for the Title Policy from the Title Companythis Agreement, together with all underlying title exception documents. The Buyer shallPurchaser shall arrange, at its expense, order and cause to be delivered to each for the preparation of one or more updates of the Buyer Existing Survey (such update, the "Survey"). Purchaser shall make copies of the Survey available to Seller promptly after Purchaser's receipt thereof. Purchaser shall have until the date which is five (5) Business Days prior to the end of the Inspection Period to give written notice (the "First Title Notice") to Seller's Counsel of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in the Survey or otherwise in Purchaser's examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice (a "Subsequent Title Notice") to Seller, 's Counsel of exceptions to title first appearing of record with respect to the Property after the effective date of the most recent previous Title Commitment or updated Title Commitment or matters of survey which matters of record or matters of survey would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the Propertyinitial Title Commitment or the initial Survey. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the termination Purchaser so objects. Within three (3) Business Days after receipt of this Agreement)Purchaser's First Title Notice, Seller shall give written notice to Purchaser's Counsel informing the Purchaser of the election of Seller with respect to the objections in the First Title Notice. In Within three (3) Business Days after receipt of any Subsequent Title Notice, Seller shall give written notice to Purchaser's Counsel informing the event that Purchaser of the Buyer does not make election of Seller with respect to the objections in such Subsequent Title Notice. If Seller fails to give written notice of election within the applicable time framesuch three (3) Business Day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections) set forth in the First Title Notice or such Subsequent Title Notice, whichever is applicable. If Seller elects to attempt to cure any such defects pursuant objections, Seller shall be entitled to clause (i) above. Subject to those items below expressly required to be cured by one or more reasonable adjournments of the Seller, all title matters not objected to by the Buyer during the Study Period (or objected Closing of up to but which not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller declinesshall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to declinehave elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as provided above if Purchaser had not objected thereto and without reduction of the Buyer thereafter electing Purchase Price, (ii) if such exceptions are matters first appearing of record or first disclosed by any Survey or updated Title Commitment after the date of this Agreement, to terminate this Agreement, or (iii) to terminate this Agreement within two (2) Business Days after receipt of written notice from Seller either of the election of Seller not to attempt to cure any objection or of the determination of Seller, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or two (2) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Exxxxxx Money to Purchaser). If necessary, the Closing Date shall be extended to permit Purchaser and Seller the opportunity to avail themselves of the entire response periods set forth hereinabove. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to cure or satisfy all Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing for such purpose. All exceptions to title to which Purchaser fails to object in accordance with this Section 3.4, and all exceptions to title which Purchaser elects (or is deemed “Permitted Title Exceptions.” Notwithstanding to have elected) to accept title to the foregoingapplicable Property subject to, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by paymentbe added to, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptionsa part of, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except included as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the "Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement".

Title and Survey. (a) The Seller shall order and cause Buyer may elect to be delivered to each of the Buyer and the Seller obtain a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt Property (the “Survey”) prior to the expiration of the survey Due Diligence Period at Buyer’s expense. Upon execution of this Agreement, Seller shall order, and have delivered to Buyer, a preliminary title report for the Property prepared by the Title Company together with copies of the documents described in such report. Buyer shall have until twenty (20) days prior to the expiration of the Due Diligence Period (the “Title Review Period”) within which to examine the preliminary title report and the title commitment, documents and the Buyer shall Survey and notify the Seller in writing of any defects in title. In the event the Closing Date is less than twenty (20) days from the execution of this Agreement, the Title Review Period shall expire on the Closing Date. If Xxxxx fails to notify Seller of any such defects prior to the expiration of the Title Review Period, title shall be deemed accepted. If Buyer timely notifies Seller of specific defects within the Title Review Period, Seller will have 10 days after receipt of Buyer’s notification of any defect in which to advise Buyer that: (1) Seller will remove any objectionable exceptions to title or survey shown by such commitment and/or ALTA survey obtain appropriate endorsements to the title policy on or before the Closing Date; or (2) Seller will not cause the exceptions to be removed. If Seller advises Buyer that it will not cause the exceptions to be removed, Buyer is unwilling to accept. Within 5 will have 10 days after such notification, the notification by Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller)as its sole remedy, by giving the Seller written notice that the Buyer either to: (i) waives proceed with the purchase and acquire the Property subject to such defects and shall proceed to Closing exceptions without any abatement reduction in the Purchase Price with respect thereto, Price; or (ii) terminates cancel the Escrow and this Agreement and shall be entitled by written notice to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate Seller and the Escrow Agent, in which case any funds deposited by Buyer into Escrow and any interest thereon earned in Escrow will be returned to Buyer and the cancellation costs will be equally borne by Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)and by Xxxxx. In the event that the If Buyer does not make such give Seller notice of its election within the applicable time framesuch 10-day period, the Buyer shall will be deemed to have elected to waive proceed with this transaction. If Seller commits to remove any such defects pursuant objection to clause (i) above. Subject title or the Survey and fails to those items below expressly required to be cured do so by the SellerClosing Date, all title matters not objected to by the Seller will be in default under this Agreement and Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole optionBuyer’s election, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except pursue its remedies as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementset forth in Section 23.1.

Title and Survey. (a) The Seller shall order and cause to be delivered to each of Purchaser has obtained the Buyer and the Seller a commitment Title Commitment for the Title Policy from Real Property and has caused the Title CompanyCompany to furnish the Title Commitment to Seller, together with copies of all underlying title exception documentsinstruments referred to thereon as exceptions to title. The Buyer shall, at its expense, order and cause to be delivered to each Purchaser may also obtain an update of the Buyer and the Seller, an 's most recent ALTA “as built” survey of the PropertyReal Property (the “Survey”) by a licensed surveyor or registered professional engineer, at Purchaser's expense. After The Survey (and all related survey certifications) shall be addressed to both Purchaser and Seller. Purchaser shall deliver two originals of the final Survey to Seller promptly upon receipt thereof by Purchaser. (b) Purchaser shall have until the Title Objection Date to give Seller a single written notice (the “Title Objection Notice”) that sets forth in reasonable detail any objections that Purchaser has to title or survey matters affecting the Property (the “Purchaser Title Objections”); provided, however, that Purchaser shall have no right to object to any of the matters set forth within subsections (a) through (h) of the definition of Permitted Exceptions. If Purchaser fails to include an objection to any title or survey matter affecting the Property as of the date of the Survey or the effective date of the Title Commitment, as applicable, in the Title Objection Notice, or if Purchaser fails timely to give Seller a Title Objection Notice, any such matters shall be Permitted Exceptions and Purchaser shall have no further right to object to such matters. Upon receipt of the survey and the title commitmentTitle Objection Notice, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify have until the Buyer expiration of the Study Period to give Purchaser notice as to whether Seller elects to use reasonable efforts to Remove the Purchaser Title Objections by the Closing Date. If Seller is willing fails to cure give Purchaser written notice of such defects; election before the end of Seller’s failure to so notify the Buyer Title Election Period, Seller shall be deemed to be have elected not to attempt to Remove the Seller’s refusal Purchaser Title Objections. If Seller elects or is deemed to cure all have elected not to attempt to Remove any one or more of the Purchaser Title Objections, such defects (except for any defects consisting Purchaser Title Objections shall constitute Permitted Exceptions and Purchaser shall have until the end of those items in the last sentence of this SECTION 3.2 below expressly required Study Period to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, determine whether to omit such defect as an exception take title to the Title Policy Property subject to such matters or to “insure over” such defect to the Buyer’s reasonable satisfactionterminate this Agreement in accordance with Section 5.2. If the Seller is willing elects to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject Remove any one or more of the Purchaser Title Objections, Seller shall have until the Closing Date to those items below expressly required cause the same to be cured by Removed, failing which Purchaser shall have the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer option of either (i) waives such defects and shall proceed to Closing without any abatement in accepting the Purchase Price with respect thereto, title as it then is or (ii) terminates terminating this Agreement and shall be entitled to receive demanding a full and immediate refund of the Xxxxxxx Money andDeposit, upon return of the Xxxxxxx Moneywhich shall be returned to Purchaser promptly following Purchaser’s certification that it has complied with its obligations under Section 5.3(c); thereupon, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or except for except for those obligations hereunder (except as that expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due Purchaser and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, obligations or liabilities or obligations hereunder (except as expressly survive the termination of under this Agreement); . If Seller elects to use reasonable efforts to Remove any one or more Purchaser Title Objections, Seller shall use such efforts to Remove such Purchaser Title Objections on or before the Closing Date, except that (y) Seller shall in no event be required to bring suit to clear any claimed title or survey defects and (z) except for Voluntary Liens, Seller shall not be required to expend more than a total of Twenty Five Thousand Dollars ($25,000) in the aggregate to Remove the Purchaser Title Objections. (c) Notwithstanding anything to the contrary herein, all Voluntary Liens will be satisfied by Seller on or prior to the Closing or, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller. To enable Seller to make conveyance as herein provided, furtherSeller may, at the time of Closing, use the Purchase Price or any portion thereof to clear the title of any or all encumbrances or interests, provided that provision reasonably satisfactory to Purchaser’s attorney is made for recording of all instruments so procured in accordance with conveyancing practice in the jurisdiction in which the Property is located. (d) Seller shall have be entitled to extend the unconditional commitment Closing Date pursuant to remove Section 6.1(b) for the purpose of Removing any Intervening Lien, other than exceptions to title that are not Permitted Exceptions. (e) Purchaser shall be entitled to request that the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or Company provide such endorsements to the extent created Purchaser’s title insurance policy as Purchaser or Purchaser’s lender may reasonably require, provided that such endorsements or amendments shall be at the Seller’s express direction by its agents and/or representatives (including the Manager)no cost to, and the failure to so remove shall be a material breach of this Agreementimpose no additional liability on, Seller.

Title and Survey. (a) The Seller Purchaser shall order and cause to be delivered to each of the Buyer and the Seller a commitment for have until the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause Objection Date to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitmentgive Sellers’ Representative one or more written notices (collectively, the Buyer shall notify the Seller of “Title Objection Notice”) that set forth in reasonable detail any defects in objections that Purchaser has to title or survey shown by such commitment and/or ALTA survey that matters affecting the Buyer is unwilling Real Property (the “Purchaser Title Objections”). Sellers’ Representative shall have five (5) Business Days from its receipt of Title Objection Notice (“Sellers’ Title Election Period”) to acceptgive Purchaser notice as to whether Sellers elect to cure the Purchaser Title Objections no later than five (5) Business Days prior to the Closing Date. Within 5 days If Sellers do not timely elect to cure any one or more of the Purchaser Title Objections and give notice thereof to Purchaser, Purchaser shall have until two (2) Business Days after such notificationnotice to determine whether to take title to the Subject Interests subject to such matters (in which event such Purchaser Title Objections shall constitute Permitted Exceptions) or to terminate this Agreement, in which event the Seller Deposit shall notify the Buyer whether the Seller is willing be immediately returned to Purchaser. If Sellers timely elect to use reasonable efforts to cure any one or more of the Purchaser Title Objections, Sellers shall have until five (5) Business Days prior to the Closing Date to complete such defectscure to the satisfaction of Purchaser in the exercise of Purchaser’s reasonable business judgment, failing which Purchaser shall have the option of either, as the sole remedy of Purchaser, accepting the title as it then is or demanding a refund of the Deposit, which shall immediately be returned to Purchaser; thereupon, except for Purchaser’s Surviving Obligations and Purchaser’s obligations under Section 5.2, Purchaser and Sellers shall have no further obligations or liabilities under this Agreement. If Sellers elect to cure any one or more Purchaser Title Objections, Sellers shall correct such Purchaser Title Objections on or before the Seller’s failure fifth (5th) Business Day prior to so notify the Buyer Closing Date, provided that Sellers shall be deemed to be the Seller’s refusal required to cure all such defects (except for and Purchaser need not give a Purchaser Title Objection to) any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to title exception that can be cured by the Seller). The Seller may cure any defect by causing the Title Companypayment of money or, at the Seller’s sole cost and expense, if acceptable to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsPurchaser, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure posting of bond (such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller)as, by giving the Seller written notice that the Buyer either (i) waives such defects way of example and shall proceed to Closing without any abatement in the Purchase Price with respect theretonot limitation, or (ii) terminates this Agreement delinquent real estate taxes and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreementmechanics liens). In the event Sellers elect to cure any Purchaser Title Objection and the same is not cured by the fifth (5th) Business Day prior to the Closing Date and this Agreement is terminated, in whole or in part, as a result of such failure of Sellers to cure such Purchaser Title Objections that the Buyer does cannot make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Sellerpayment of money or posting of bond in form reasonably acceptable to Purchaser, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) Deposit shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any released to Purchaser as Purchaser's sole remedy for such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.cure. 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Title and Survey. (a) The At the Closing, Seller shall deliver to Purchaser a special warranty deed conveying the Land comprising the Property free and clear of all encumbrances, liens and title defects except for the Permitted Exceptions. At or prior to the execution of this Agreement, or promptly thereafter, Purchaser shall order and cause to be delivered to each of the Buyer and the Seller a title commitment for a title policy for the Property (the “Title Policy Commitment”) from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order Company and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the PropertyLand (the “Survey”) and, prior to the Effective Date, Seller has provided Purchaser with copies of Seller’s most recent (i) title policy and (ii) survey to expedite Purchaser’s ordering process. After Purchaser shall have until 6:00 p.m. Eastern Time on the day that is ten (10) Business Days prior to the Due Diligence Period Notice Deadline to give Seller and the Title Company a written notice (“Purchaser’s Title Notice”) that sets forth any objections that Purchaser has to the Title Commitment or the Survey based on its review thereof (the “Purchaser Title Objections”). Seller shall have five (5) days after receipt of Purchaser’s Title Notice to notify Purchaser that Seller (i) will cause or (ii) elects not to cause any or all of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling Purchaser Title Objections disclosed therein to acceptbe removed. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer Purchaser within such five (5) day period as to any Purchaser Title Objection shall be deemed an election by Seller not to be the Seller’s refusal to cure all remove such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Purchaser Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfactionObjection. If the Seller notifies or is willing deemed to cure such defects, the have notified Purchaser that Seller shall act promptlynot remove any or all of the Purchaser Title Objections, diligently and use commercially reasonable efforts Purchaser shall have five (5) days thereafter (A) to cure waive such defects at its expense. Subject to those items below expressly required to Purchaser Title Objections, in which case such Purchaser Title Objections shall be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect theretodeemed Permitted Exceptions, or (iiB) terminates terminate this Agreement, in which event the Deposit and all interest accrued thereon shall be returned to Purchaser without any further action or approval required from Seller, and the rights and obligations of Purchaser and Seller (other than the those which expressly survive termination of this Agreement and pursuant to the terms hereof (the “Surviving Obligations”)) shall be entitled terminate. Purchaser’s failure to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, waive such Purchaser Title Objections or terminate this Agreement within the prescribed time period shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the constitute Purchaser’s termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring Purchaser may, prior to the Buyer’s attention Closing Date, notify Seller in writing of any defect in objection to title or survey (excluding objections to title or survey which have been waived by Purchaser as hereinabove provided or that are or are deemed to be Permitted Exceptions) disclosed after the Seller becomes aware delivery of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) Title Commitment and/or Survey (each, an “Intervening LienNew Title Matters”). To the extent that there exist With respect to any Intervening Liensobjections to title or survey set forth in such notice, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment same options to remove cure pursuant to Section 3.1(a) above and Purchaser shall have the same option to accept title subject to such matters or to terminate this Agreement, mutatis mutandis. (c) If any Intervening Lienof the objection or response periods set forth in this Section 3.1 shall coincide with the then scheduled Closing Date, other than then the Permitted Title Exceptions, created directly Closing shall automatically be adjourned (unless waived by both Purchaser and Seller) by the affirmative actions number of days necessary to provide such party with the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure same amount of time set forth in this Section to so remove shall be a material breach of this Agreementobject or respond.

Title and Survey. (a) The Seller shall order and cause furnish to be delivered Purchaser, for each Mall, a Survey (subject to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller5.1(b). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, a Title Commitment and copies of matters of record reflected in each Title Commitment within 5 days after written notice thereof from the Seller to the Buyer ten (or within 5 10) days after the Seller’s time for giving notice has expired without any notice from Effective Date (the Seller"INITIAL SURVEY DELIVERY DATE"), by giving subject to extension due to delay on the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund part of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities Title Insurer or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closingsurveyor; provided, however, that Seller shall not be deemed to have failed to satisfy the foregoing Survey delivery deadline if the sole omission from a Survey is the identification of adjoining property owners or if any Purchaser Nominee or lender(s) to Purchaser are not identified in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)Survey certification; provided, further, however, that the Inspection Period shall be extended due to any delay in providing such adjoining property information beyond the thirtieth (30th) day after the Effective Date and that Surveys certified to any such Purchaser Nominee or to any such lender(s) shall be provided not later than the Closing Date. On the Closing Date, Seller shall cause to be delivered to Purchaser the Title Policies in the respective insured amount equal to the Purchase Price Allocation applicable to each Seller-Owned Mall, and Partnership Interest and otherwise in the form approved by the Purchaser pursuant to its review of title matters as set forth below. (b) Notwithstanding the provisions of Section 5.1(a), Purchaser acknowledges that within ten (10) days after the Effective Date Seller shall furnish to Purchaser a Prior Survey for each Mall, together with a certification by Seller that there have been no material changes to the unconditional commitment Real Property relating to remove any Intervening Lienthe Mall since the date of the Prior Survey that would require a modification to the Prior Survey. Within thirty (30) days after the Effective Date, other Seller shall furnish to Purchaser a Survey as to each Mall (subject to the provisions set forth in Section 5.1(a) hereof regarding deliveries of Surveys certified to certain parties not later than the Permitted Title Exceptions, created directly by Closing Date) (the affirmative actions "UPDATED SURVEY"). If one or more Updated Surveys discloses any title matter that is not shown on the corresponding Prior Survey and that has a material adverse effect on the title to or use of the SellerMall shown thereon, or to then the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove Inspection Period shall be a material breach of this Agreement.be

Title and Survey. (a) The Seller shall order 4.2.1 Sellers have delivered the Existing Title Policies and cause Surveys to be delivered to each of the Buyer Purchaser and the Seller a commitment for the Title Policy from the Title Companyhave ordered, together with all underlying title exception documents. The Buyer shallon Purchaser's behalf, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects a separate commitment for title insurance on each Project issued by the Title Company and shall proceed to Closing without any abatement in dated after the Purchase Price with respect theretoEffective Date (each a "Title Commitment" and collectively, or the "Title Commitments") and (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund an update of each Survey which meets the Xxxxxxx Money andminimum standard detail requirements for an ALT ACSM Land Title Survey (collectively, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller "Updated Surveys"). Purchaser shall have no further rights, liabilities or obligations hereunder until the Approval Date to provide written notice to Sellers (except as expressly survive the termination "Title Notice") of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured matters shown by the Seller, all title matters Existing Title Policies or Surveys which are not objected satisfactory to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingPurchaser; provided, however, that in the event any new and additional matters or requirements are taken as exceptions to title by the Title Company in the Title Commitments or thereafter, then Purchaser shall deliver a Title Notice with respect to such new matters or requirements to Sellers on or before the later of (x) fifteen (15) business days after receipt of a Title Commitment raising such new matter or requirement and (y) the Approval Date. 4.2.2 If any Updated Survey reveals any matter not shown on the corresponding Survey which is not satisfactory to Purchaser, Purchaser shall deliver a Title Notice to Sellers within fifteen (15) business days of receipt of the Updated Survey which shall specify the objection (the objections stated in any Title Notice given pursuant to Sections 4.2.1 or 4.2.2 are herein collectively called the "Title Objections"). Sellers shall then have until the Approval Date, or in the case of a Title Notice relating to a new matter or requirement given after the Approval Date, a period of ten (10) business days after receipt of such Title Notice (the "Cure Date") to give written notice (the "Title Election") to Purchaser as to whether Sellers elect to cure such Title Objections. Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any Title Objections, provided that, notwithstanding the foregoing, if any Title Objections consist of Consensual Liens, Sellers shall be required to expend the aggregate amount of such Consensual Liens to remove of record (by payment or bonding) such Consensual Liens. Sellers shall not be deemed to have any obligation to cure any Title Objections (other than Consensual Liens) unless Sellers expressly undertake such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the PURCHASE AND SALE AGREEMENT CRV PROPERTY relevant Cure Date and which recites that the Seller elects it is in response to a Title Notice and/or a Survey Notice. If Sellers elect not to remove and cure any Intervening Liens, Title Objections (other than Consensual Liens), Purchaser's sole right shall be to elect within ten (1 0) business days after receipt of Sellers' Title Election to either (a) terminate this Agreement (other than Surviving Obligations) and to receive a refund of the Permitted Deposit, or (b) accept title in its current condition, without any adjustment in the Purchase Price (other than any abatement for uncured Consensual Liens), in which event such Title Exceptions, Objections shall be deemed to have been waived for all purposes. If Sellers elected to cure any Title Objection and such exist at Closingcure is not completed by the Closing Date, Sellers have the Buyer right to postpone the Closing for up to thirty (30) days in order to provide Sellers with an opportunity to cure such Title Objection. 4.2.3 All matters (other than Consensual Liens) shown on the Existing Title Policies and the Title Commitment and/or Survey and Updated Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Sellers elect not to cure as provided above, shall be deemed to be Permitted Encumbrances, subject, however, to Purchaser's termination rights provided in this Section 4.2 and in Section 4.5 hereof. 4.2.4 Purchaser shall have the right to terminate this Agreement whereupon deliver to Sellers, on or before the Xxxxxxx Money shall be returned immediately Approval Date, a list of all reciprocal easement agreements ("REAs") for which Purchaser requests estoppel certificates pursuant to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSection 10.1.3.

Title and Survey. (a) The Seller Buyer shall order and cause to be delivered to each of the Buyer and the Seller obtain a commitment for title insurance, showing the status of title to the Property according to the Title Policy from Company and committing to issue an owner's title policy to Buyer (the “Commitment”). Buyer may, at Buyer's sole expense, obtain an ALTA/ACSM survey of the Property or an update of any existing survey (the "Survey"). If (i) any exceptions appear in the Title CompanyCommitment that affect the Property that are unacceptable to Buyer, together with all underlying title exception documents. The or (ii) the Survey shows any matter affecting the Property that may have a material adverse effect on the Buyer's contemplated use of the Property, then in such event Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After within fifteen (15) days after receipt of the survey Title Commitment, notify Seller in writing of such fact and the title commitmentreasons therefor ("Buyer's Property Objections", or each an "Objection"). Within five (5) business days after receipt of Buyer's Property Objections, Seller may either (1) notify Buyer that it shall endeavor to satisfy or correct said Objections or (2) notify Buyer that Seller will not correct such Objections. In the event Seller elects to endeavor to cure said Objections, such cure shall be completed no later than the date of Closing. In the event that Seller notifies Buyer that Seller has elected not to cure or satisfy any of Buyer’s Property Objections, then within three (3) business days after Buyer's receipt of such written notice, Buyer shall, by written notice to Seller, elect one of the following: (i) to waive said Objections and to close the transaction in accordance with the terms of this Agreement; or (ii) to cancel this Agreement and to have the Exxxxxx Money returned to Buyer, in which event neither Seller nor Buyer shall notify the Seller have any further duties or obligations under this Agreement. For purposes of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notificationthis subsection 4(a), the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify respond to Buyer’s Property Objections or any individual Objection within the Buyer five (5) business day period set forth herein shall be deemed notice to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Buyer that Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller Buyer’s Property Objections. (b) Notwithstanding anything to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller)contrary contained herein, by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities obligation to bring any action or obligations hereunder proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of Buyer's Property Objections. (except as expressly survive the termination of this Agreement). In the event that the c) If Buyer does not make such election within the applicable time frameelect to terminate this Agreement as set forth herein, the Buyer shall be deemed to have elected to waive any such defects accepted the form and substance of the Commitment and the Survey. In the event of a termination pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable)Section, the Buyer parties shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects no further rights or obligations hereunder and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Exxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The 3.1 Upon Closing, Seller shall order convey title to the Premises to Purchaser or Purchaser's nominee by delivery of its special warranty deed(s), in recordable form, conveying title subject only 3.2 As evidence of title, at least five (5) days prior to the Due Diligence Date, Seller shall obtain and cause deliver to be delivered Purchaser a title commitment ("Title Commitment") for title insurance from Chicago Title Insurance Company, or such other title company as Seller may designate ("Title Company") to each issue to Purchaser at Closing an ALTA Owner's Title Insurance Policy on the Real Estate in the amount of the Buyer and the Seller a commitment for Purchase Price ("Title Policy"). The cost of the Title Commitment and base Title Policy from shall be borne by Seller. The cost of any other endorsements desired by Purchaser or its lender, shall be obtained by Purchaser at its expense but issuance thereof shall not be a condition of Closing. 3.3 If the Title CompanyCommitment or any survey shows that title to the Real Estate is encumbered by matters unacceptable to Purchaser, together with all underlying title exception documentsPurchaser shall give written notice thereof to Seller no later than the Due Diligence Date and such item(s) shall be referred to as "Unpermitted Exception(s)". The Buyer shallIf Seller does not elect in writing, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within given no later than 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Sellerreceipt of Purchaser’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting notice of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expenseobjection, to omit remove such defect Unpermitted Exceptions at or before Closing, Purchaser may as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently its sole and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall exclusive remedy elect, within 5 days after by written notice thereof from the Seller to the Buyer (or within 5 given no later 3 business days after the Seller’s time for giving notice has expired without any notice from expiration of the Seller)aforesaid 5 day period, by giving the Seller written notice that the Buyer either to: (i) waives waive such defects exception and proceed with the Closing, whereupon Purchaser shall proceed accept Seller's deed subject to Closing the Unpermitted Exceptions, without any abatement in reduction of or adjustment to the Purchase Price with respect theretoPrice, and such Unpermitted Exception shall become a Permitted Exception, or (ii) terminates terminate this Agreement and shall be entitled to receive a full and immediate refund of Contract, whereupon the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement and interest earned thereon shall terminate be refunded to Purchaser and the Buyer and the Seller thereafter neither party shall have no any further rights, liabilities or obligations hereunder obligation under this Contract (except as those provisions which expressly survive the termination of this Agreementtermination). In the event that the Buyer does not If Purchaser fails to make such election within such time, then Purchaser shall be deemed to have elected (i) above. If Purchaser fails to give written notice of an Unpermitted Exception on or before the applicable time frameDue Diligence Date, the Buyer then Purchaser shall be deemed to have elected to waive any such defects pursuant proceed to clause (i) aboveClosing subject to all exceptions and matters shown on the Title Commitment, the Survey, and the Leases. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects Seller shall be obligated to discharge or insure over at Closing all mortgages and security interests that Seller voluntary caused to be placed of title consist record against the Premises. 3.4 All matters disclosed by Title Commitment or Survey to which Purchaser does not provide written notice of mortgages objection in the time and manner described above, or deeds to which Purchaser is deemed to have approved of trustto which Purchaser waives its objection, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable)all Leases, the Buyer shall be deemed exceptions subject to have notified the Seller that the Buyer is unwilling which Purchaser agrees to accept such defects and title (the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects"Permitted Exceptions"). 3.5 Purchaser acknowledges receipt of a survey of the Real Estate prepared by Certified Survey Inc, dated July 2, 2014 (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”"Survey"). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, Purchaser may at its expense, all necessary actions obtain a new survey or request the surveyor to remove make such updates, revisions or re-certifications of the Survey as Purchaser may require and cure any and all such Intervening Liens prior to Closing; surveyor may agree, provided, however, that in the event that the Seller elects issuance of any such revisions or re-certifications shall not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach condition of this AgreementClosing.

Title and Survey. CWS shall have the period from the date hereof to and ending at 5:00 p.m. on the date that is forty-five (a45) The Seller shall order and cause days from the date of this Agreement (the “Inspection Period”) to be delivered determine whether the title to each all of the Buyer and real property owned by the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each Company constituting part of the Buyer and Assets (as that term is defined in Section 3.2(b) hereof) (the Seller“Property”) is marketable and/or insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates. If CWS determines during the Inspection Period that such title is neither marketable nor insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates, an ALTA CWS shall give the Company a written notice delivered prior to the termination of the Inspection Period setting forth any objections (the “CWS Title Objections”) that CWS has to title or survey matters affecting the marketability or insurability, as the case may be (subject to the exceptions set forth on Schedule 1.5), of the Property. After receipt For purposes of this Agreement, the standards of title of the survey and Connecticut State Bar Association, to the extent applicable, shall govern the determination of marketable and/or insurable title commitment, (subject to the Buyer exceptions set forth on Schedule 1.5) at regular rates. The Company shall notify have the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that option to cure the Buyer is unwilling to accept. Within 5 CWS Title Objections within thirty (30) days after the date of such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfactionnotice. If the Seller is willing Company elects not to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller or is unwilling or unable to cure any other such defects the CWS Title Objections by Closing said date, CWS shall have the option to be exercised within ten (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 10) days after written notice thereof from the Seller to the Buyer of said date (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer in its sole discretion) of either (ia) waives accepting the title as it then is for all purposes under this Agreement, waiving any additional rights CWS may have arising from such defects CWS Title Objections, and shall proceed proceeding to Closing without any abatement in carry out the Purchase Price with respect theretotransactions contemplated herein, or (iib) terminates terminating this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money andAgreement, upon return of the Xxxxxxx Money, whereupon this Agreement shall terminate and the Buyer CWS and the Seller shall Company shall, subject to Sections 8.5 and 8.6 hereof, have no further rights, obligations or liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)hereunder. In the event that the Buyer If CWS does not make give such election within the applicable time frame, the Buyer shall be deemed to have elected to waive a notice setting forth any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer CWS Title Objections during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx MoneyInspection Period, this Agreement shall remain in full force and effect, except that CWS’ rights pursuant to this Section 1.5 shall terminate from and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive after the termination of the Inspection Period. Except for liens securing the debt set forth on the Company Financial Statements provided pursuant to Section 3.11 hereof and liens securing debt set forth on Schedule 1.5 hereto (the “Permitted Debt”), any other mortgages and liens securing any of the Company’s obligations for borrowed money shall be extinguished by the Company on or prior to the Closing Date. Notwithstanding the provisions of this Agreement); providedSection 1.5, further, the Seller CWS shall have the unconditional commitment rights granted pursuant to remove and in accordance with the provisions of Section 1.7 with respect to any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions Objections regardless of the Seller, whether or not any such Title Objections are set forth in CWS’ notice to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementCompany.

Title and Survey. (a) The Seller 5.2.1 Purchaser shall have the right to order and cause to be delivered to each of the Buyer and the Seller a title commitment for an extended coverage ALTA Owner’s Policy of Title Insurance (“Title Commitment”) for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order Property and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt Property (“Survey”). 5.2.2 No later than sixty (60) days prior to expiration of the survey and the title commitmentDue Diligence Period, the Buyer Purchaser shall notify the Seller of any defects items reflected in title the Title Commitment or survey shown by such commitment and/or ALTA survey Survey, which are unsatisfactory to Purchaser (“Objections”). Except to the extent that Purchaser so notifies Seller of any Objections, any item reflected in the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer Title Commitment and Survey shall be deemed to have been approved by Purchaser and shall be Permitted Exceptions for all purposes under this Agreement; provided, however, Purchaser shall have the right to object by delivery of written notice to Seller’s refusal , on or prior to cure all such defects ten (except for 10) days after receipt of notice of a new exception, encumbrance or survey matter in any defects consisting of those items in update to the last sentence of this SECTION 3.2 below expressly required to be cured Title Commitment, which was not revealed by the Seller). The initial Title Commitment, and any such objections shall be considered “Objections” hereunder. 5.2.3 If Purchaser notifies Seller may of any Objections, Seller may, but except as expressly provided herein shall not be obligated to, cure any defect by causing such Objections to Purchaser’s and the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If Seller shall give notice to Purchaser on or before the date that is five (5) days following the date on which Purchaser notified Seller is willing of its Objections stating whether Seller agrees to cure each such defectsObjection prior to the Closing. If Seller fails timely to give such notice, the then Seller shall act promptly, diligently and be conclusively deemed to have elected not to cure any such Objections other than those described in Section 5.2.5. Seller shall use commercially reasonable efforts to cure at or before the Closing any Objection that it has agreed to cure in accordance with this Section 5.2.3, provided that Seller shall have the right to extend the Closing for a period not to exceed fifteen (15) days in the aggregate if necessary to effect such defects cure, and Seller may use a portion of the Purchase Price to effect such cure at its expense. Subject Closing. 5.2.4 If Seller elects (or is deemed to those items below expressly required have elected) not to be cured by the Seller, if the Seller is unwilling or unable agree to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects)Objections, then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer Purchaser may either (i) waives waive such defects and shall proceed to Closing Objections, without any abatement in reduction of the Purchase Price with respect theretoPrice, in which event such waived Objections shall become Permitted Exceptions for all purposes under this Agreement or (ii) terminates terminate this Agreement and by written notice to Seller, whereupon the Deposit shall be entitled immediately returned to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate Purchaser and the Buyer and the Seller parties shall have no further rights, rights or liabilities or obligations hereunder (except as under this Agreement other than those that expressly survive the termination of this Agreement. Purchaser shall make the election described in the preceding sentence by written notice to Seller on or before the date that is five (5) days following the date on which Seller notified Purchaser of its intention not to cure any such Objection (or is deemed to have notified Purchaser). In , and in the event that the Buyer Purchaser does not make such election within the applicable time frameelection, the Buyer Purchaser shall be conclusively deemed to have elected waived all Objections other than those described in Section 5.2.5 and those that Seller has agreed to waive any such defects pursuant cure in accordance with Section 5.2.3. 5.2.5 Notwithstanding anything to clause the contrary herein, Seller shall satisfy and cure at or before the Closing (i) above. Subject to those items below expressly required to be cured by any mortgage lien, security agreements, financing statements and other mortgage type liens, (ii) any mechanics’ lien or materialmen’s lien, (iii) any easement, right of way or other encumbrance created after the SellerContract Date, all title matters not objected to by the Buyer during the Study Period and (or objected to but which the Seller declinesiv) any non-disputed judgment lien, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens lien (other than liens for taxes not yet due and payable)) or other lien securing a monetary amount, which may be removed by the Buyer payment of a liquidated sum of money. Any non-voluntary or disputed monetary lien or judgment shall be deemed treated as an ordinary title matter which Purchaser may object to have notified the and Seller that the Buyer is unwilling may elect to accept such defects and the Seller covenants and agrees that at agree to cure or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defectscure. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Seller Promptly upon execution of this Agreement, Purchaser shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shallorder, at its expense, order and cause from the Title Company a preliminary title commitment with respect to be delivered the Property (the “Title Commitment”). Purchaser shall direct the Title Company to each send a copy of the Buyer and Title Commitment to Seller concurrently with the Seller, an ALTA survey delivery of the PropertyTitle Commitment to Purchaser. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence Promptly upon execution of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller Agreement, Purchaser may cure any defect by causing the Title Companyarrange, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the “Survey”). Subject Purchaser likewise shall make copies of any such Survey available to those items below expressly required Seller prior to be cured by Closing. Purchaser shall have until two (2) Business Days prior to the Seller, if expiration of the Seller is unwilling or unable Inspection Period to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after give written notice thereof from (the “Title Notice”) to Seller of such objections as Purchaser may have to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed exceptions to Closing without any abatement title disclosed in the Purchase Price with respect thereto, Title Commitment or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund in any Survey or otherwise in Purchaser’s examination of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the title. Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the termination Purchaser so objects. Within one (1) Business Day after receipt of this Agreement)Purchaser’s Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. In the event that the Buyer does not make such If Seller fails to give written notice of election within the applicable time framesuch one (1) Business Day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any such defects pursuant objections, Seller shall be entitled to clause (i) above. Subject to those items below expressly required to be cured by one or more reasonable adjournments of the Seller, all title matters not objected to by the Buyer during the Study Period (or objected Closing of up to but which not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller declinesshall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to declinehave elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as provided above if Purchaser had not objected thereto and without reduction of the Buyer thereafter electing Purchase Price, or (ii) to terminate this Agreement within one (1) Business Day after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, whereupon Escrow Agent shall return the Xxxxxxx Money to Purchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement) , Seller shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages obligated to cure or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that satisfy all Monetary Objections at or prior to Closing Closing, and Seller may use the Seller shall cure by payment, bonding, or escrow deposit acceptable to proceeds of the Title Company (and the Escrow Agent is authorized to pay and discharge Purchase Price at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged for such monetary title defectspurpose. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. Seller, at Seller’s expense, shall obtain a commitment (athe “Commitment”) for an owner’s ALTA title insurance policy from Old Republic National Title Insurance Company in favor of Purchaser in the amount of the Purchase Price. The Seller initial Commitment and the Survey (as defined below) shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy Purchaser within ten (10) days from the Title Company, together with all underlying title exception documentsEffective Date. The Buyer shallCommitment shall be updated at Seller’s expense within ten (10) days before Closing. Purchaser will, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After within 10 days from receipt of the survey evidence of title and the title commitment, the Buyer shall notify the Survey deliver written notice to Seller of any defects in title or survey shown by such commitment and/or ALTA survey that defects. Title will be deemed acceptable to Purchaser if (1) Purchaser fails to deliver proper notice of defects or (2) Purchaser delivers proper written notice and Seller cures the Buyer is unwilling to acceptdefects within 10 days from receipt of the notice (“Curative Period”). Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing use good faith efforts to cure such the defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the defects are cured within the Curative Period, closing will occur on the latter of 10 days after receipt by Purchaser of notice of such curing or the scheduled Closing Date. Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected may elect not to cure such defects)defects if Seller reasonably believes any defect cannot be cured within the Curative Period. If the defects are not cured within the Curative Period, then the Buyer shall elect, within 5 Purchaser will have 10 days after written from receipt of notice thereof from the Seller to the Buyer (or within 5 days after the of Seller’s time for giving notice has expired without any notice from inability to cure the Seller), by giving the Seller written notice that the Buyer either defects to elect whether to terminate this Contract (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of which event the Xxxxxxx Money and, upon return of would be returned to Purchaser) or accept title subject to existing defects and close the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)transaction without reduction in purchase price. In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, (i) even if Purchaser does not object to any Monetary Liens (as hereafter defined), Seller must cure all Monetary Liens at or before Closing or cause the title company to insure over such defects of title consist of mortgages or deeds of trustMonetary Liens and (ii) the following permitted exceptions (the “Permitted Exceptions”) will appear on the commitment and subsequent policy: (1) Ad valorem real estate taxes for 2023 and subsequent years, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b2) The Seller shall promptly bring Matters not timely objected to the Buyer’s attention any defect in title which by Purchaser pursuant to this Paragraph 3. (3) Right of possession of the Seller becomes aware of under the Leaseback between Seller, as tenant, and which were created byPurchaser, under or through the Seller as landlord, without any right to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”)purchase. To the extent that there exist any Intervening Liens, other than the Permitted Title ExceptionsAs used herein, the Seller mayterm “Monetary Liens” means, at its sole option, undertake, at its expensecollectively, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate following encumbrances placed of record against the Land and the Buyer and the Realty: (i) mortgages and/or other financing documents relating to any financing obtained by or on behalf of Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination any affiliate of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, (ii) judgment or tax liens (iii) code violations that are subject to the extent created at the Sellerliens and (iv) mechanic’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementmaterialmen’s liens.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall deliver to Purchaser copies of the most recent title policies and surveys of the Real Property that are in Seller’s possession or control (if any). Purchaser shall have the right to obtain new or updated title commitments and/or surveys for the Real Property and Purchaser shall provide copies of any such updates to Seller within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to the expiration of the Inspection Period, Purchaser shall give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. Seller shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an elction by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) The Seller shall order and cause to be delivered terminate this Agreement (in whole but not in part) or (b) to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and on account thereof. Purchaser shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make any such election within the applicable time frame, the Buyer shall be deemed by written notice to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at given on or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to expiration of the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingInspection Period; provided, however, that in the event that the if Seller commences to cure a title defect and then elects not to remove and cure any Intervening Lienscomplete such cure, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be returned immediately deemed an election by Purchaser to proceed to Closing in accordance with clause (b) above. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSurviving Obligations.

Title and Survey. (a) The Seller shall order and cause On or after the Effective Date, Buyer may request the Title Company to be delivered to each of the Buyer and the Seller a issue its title insurance commitment for the Title Policy from the Title CompanyProperty, together along with all underlying title exception documents. The Buyer shall, at its expense, order requested endorsements (which may require the issuance of a zoning compliance letter) (“Title Commitment”) and cause may engage a licensed surveyor to be delivered to each of the Buyer and the Seller, prepare an ALTA ALTA/ACSM survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects Property (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening LienSurvey”). To No later than 5:00 p.m. central standard time on the extent that there exist any Intervening Liensthirtieth (30th) day after the Effective Date (such thirty (30) day period is referred to herein as the “Due Diligence Period” and the last day of the Due Diligence Period at 5:00 p.m. central standard time is referred to herein as the “Approval Date”), other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon notify Seller in writing of its objection to any matters disclosed by the Xxxxxxx Money shall be returned immediately to Title Commitment or the Survey obtained by Buyer (collectively, “Title Objections”). Upon receipt of any such timely written notice of Title Objections from the Buyer, andSeller may, upon return but shall not be obligated to, cure the Title Objections on or before the Closing Date. Seller shall notify Buyer within three (3) business days of receiving the Title Objections as to its decision to either cure or not to cure the Title Objections. In the event Seller elects to cure any Title Objection, and fails to do so prior to Closing, such failure shall constitute a default of the Xxxxxxx Moneyprovisions of this Agreement. It is expressly understood that in no event shall Seller be required to bring any action or institute any proceeding, or to otherwise incur any costs or expenses in order to attempt to eliminate any Title Objections. In the event Buyer fails to deliver a notice of any Title Objections at the end of the Due Diligence Period, Buyer shall be conclusively deemed to have waived and accepted any Title Objections (other than the Monetary Liens). If Seller elects by notice at any time not to cure any Title Objection, then the Buyer’s sole right and remedy shall be, on the terms and conditions set forth below, either: (x) to elect not to purchase the Property, in which event this Agreement shall terminate and be terminated; or (y) to complete the Buyer and the Seller shall have no further rights, liabilities transactions contemplated hereby in accordance with this Agreement subject to such Title Objection without reduction in or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions abatement of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementPurchase Price.

Title and Survey. a. Within twenty (a20) The Seller shall order and cause to be delivered to each of business days after the Buyer and the Seller a commitment for the Title Policy from the Title CompanyEffective Date, together with all underlying title exception documents. The Buyer shallSeller, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, shall deliver (or cause the Title Company to omit such defect deliver to Purchaser) a commitment or abstract (as an exception to applicable) for the Title Policy described in Section 9(b) below dated on or to after the Effective Date (the “insure over” Title Commitment”), together with legible copies of all of the underlying documentation described in such defect Title Commitment (the “Title Documents”) to the Buyerextent not already delivered to Purchaser. Seller has delivered the most recent survey of the Property in Seller’s reasonable satisfactionpossession or control (the “Survey”) to Purchaser. Purchaser may order an updated ALTA survey at Purchaser’s sole cost and expense (the “Updated Survey”). b. Purchaser shall have a period of thirty (30) days after receipt by Purchaser of the latest of the Survey, the Updated Survey, if any, the Title Commitment and the Title Documents (“Title Review Period”) in which to review the Title Commitment, the Title Documents, the Updated Survey, if any, and the Survey and notify Seller in writing, at Purchaser’s election, of such objections as Purchaser may have to any matters contained therein (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”). If Seller does not notify Purchaser in writing within five (5) business days after receiving the Seller is willing to cure such defectsPurchaser’s Objection Notice, the Seller shall act promptly, diligently and use commercially reasonable efforts conclusively be deemed to cure such defects have agreed to remove all said Objectionable Exceptions at its expenseor before Closing. Subject to those items below expressly required to be cured by On the Sellerother hand, if Seller notifies Purchaser in writing within five (5) business days after receipt of the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore Purchaser’s Objection Notice that it has elected not to cure one or more of said Objectionable Exceptions (“Seller’s Notice”) (subject to Seller’s obligation to remove or cure those items referenced in Section 9(e) below, and, if necessary, such defectsTitle Review Period shall be extended to compensate for such timeframe), then Purchaser shall have the Buyer shall elect, right to either (a) terminate this Agreement by delivering written notice to Seller within 5 five (5) business days after written notice thereof from the Seller to the Buyer (or within 5 days after the receipt of such Seller’s time Notice, in which event the Xxxxxxx Money shall be returned to Purchaser and neither party shall have any further rights or obligations under the Agreement, except for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement indemnity provisions set forth in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund any other provision of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as that is expressly intended to survive the termination of this Agreement). In , or (b) Purchaser may consummate the event transaction contemplated by this Agreement in accordance with the terms hereof, in which event, all those Objectionable Exceptions that the Buyer does Seller has so elected not make such election within the applicable time frame, the Buyer to cure shall conclusively be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed constitute “Permitted Title Exceptions.” Encumbrances”. Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by paymentClosing, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller Purchaser may, at its sole option, undertake, at its cost and expense, all necessary actions obtain an update or endorsement to remove the Title Commitment which updates the effective date of the Title Commitment. If such update or endorsement adds any previously unlisted title or survey exceptions to Schedule B-II of the Title Commitment or its equivalent which: (i) renders title to the Property unmarketable, (ii) would materially and cure adversely affect Purchaser’s contemplated use(s) of the Property, and/or (iii) may increase the costs to complete any project that Purchaser desires to construct on the Property by HNZW/502436_2.docx/3583-1 6 more than Fifty Thousand and all No/100 Dollars ($50,000.00) in the aggregate, each as determined in Purchaser’s reasonable discretion, then Purchaser may object to any such Intervening Liens new exception(s) by delivering written notice to Seller prior to Closing and any such notice shall: (x) be treated as a Purchaser’s Objection Notice; (y) the exception(s) objected to in any such notice shall be treated as Objectionable Exceptions; and (z) the Seller shall have until the earlier to occur of: (1) the time period provided under Section 9(b), or (2) the Closing, to respond to such Purchaser’s Objection Notice; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liensmatters of title or survey created by, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Sellerthrough, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager)under Purchaser, if any, shall not be objectionable and the failure to so remove shall automatically be a material breach of this Agreementdeemed additional Permitted Encumbrances.

Title and Survey. (a) The Seller Developer shall order and cause to be delivered to a title insurance commitment for each of the Buyer Lagoon Landing Project Land and New Project Land (collectively, the Seller "Commitment") for a commitment for Leasehold Policy of Title Insurance, with title policy premiums and search costs to be paid by Developer at Closing, issued by a title company of Developer’s choosing (the Title Policy from the "Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller"). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception Commitment shall provide Developer with insurable leasehold title to the Title Policy Lagoon Landing Project Land and New Project Land (as applicable). (b) Developer shall order surveys in order to establish the legal descriptions of the Projects (the “Surveys”). Costs of the Surveys shall be borne by Developer. (c) The Commitment and Surveys shall be finalized during the Due Diligence Period. In the event that Developer has any objections to items contained in the Commitment or to “insure over” Surveys (such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsitems, the Seller shall act promptly“Objectionable Matters”), diligently and College will use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly Objectionable Matters but, other than in connection with College’s Closing Obligations (as defined herein), College shall not be required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure remove by payment, bonding, or escrow deposit acceptable bring suit to cure any issue or to buy-out or settle any other claim or lien against the Lagoon Landing Project Land and New Project Land or contained in the Commitment and Surveys. Any and all items reflected on the Surveys or the Commitment other than the Objectionable Matters, shall be deemed “Permitted Exceptions”. In the event any update to the Title Company (and Commitment after the Escrow Agent is authorized initial issuance thereof shall reflect any new exceptions, such items shall be deemed Objectionable Matters unless Developer agrees in writing to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged accept such monetary title defectsnew exceptions as Permitted Exceptions. (bd) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in In the event that Developer determines in its sole discretion that the Seller elects Commitment or Surveys are not to remove and cure any Intervening Liensacceptable, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Developer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately and any Project Implementation Agreements by providing written notice of termination to College prior to the Buyer, and, upon return expiration of the Xxxxxxx MoneyDue Diligence Period. (e) Prior to Closing, this Agreement shall terminate College, unless otherwise agreed to in writing by Developer, will refrain from (a) performing any grading or excavation, construction or removal of any improvements, or making any other change or improvement upon or about the Land and Lagoon Landing Facility other than currently permitted and disclosed to Developer, (b) creating or incurring, or suffering to exist, any mortgage, lien, pledge, or other encumbrance in any way affecting the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening LienLagoon Landing Facility, other than the Permitted Title Exceptions, created directly by the affirmative actions lien of the SellerFoundation Mortgage, which shall be released at Closing; and (c) granting or conveying any easement, lease or license or any other legal or beneficial interest in or to the extent created Lagoon Landing Facility that is not terminable on or before the Closing Date, without the prior written consent of Developer. Further, College will operate, maintain and manage the Lagoon Landing Facility in a manner consistent with the present management of the Lagoon Landing Facility. (f) In addition to the obligations required to be performed hereunder by College at the Seller’s express direction Closing, College agrees to perform such other acts, and to execute, acknowledge, and/or deliver subsequent to the Closing such other instruments, documents and other materials as Developer may reasonably request in order to effectuate the consummation of the transaction contemplated herein and to vest title to the Lagoon Landing Facility in Developer; provided, however, that College shall not be required to incur any liability or expense other than as contemplated by its agents and/or representatives this Agreement. Without limitation, College shall promptly file/commence efforts to obtain the Required Approvals (including the Managerif any), and diligently pursue the failure Required Approvals, using all commercially reasonable efforts to so remove obtain such Required Approvals. “Required Approvals” shall be a material breach mean all requisite internal approvals, consents, and board or committee actions necessary and/or State agency approvals, consent, authorizations or actions, to authorize College to enter into and perform its obligations under the Project Implementation Agreements, including without limitation, the Closing of the transactions contemplated by this Agreement, a list of which Required Approvals is set forth on Schedule 1.8(f) to this Agreement, and may be amended as necessary.

Title and Survey. 6.1 Not later than fifteen (a15) The days after the Effective Date (the "Survey Delivery Date") Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and expense cause to be prepared and delivered to each of the Buyer and the Seller, an ALTA Purchaser a current (no more than 6 months old) "as built" survey of the Property. After receipt Land and Improvements by a licensed Colorado surveyor made to ALTA/ACSM minimum detail standards for a Class A survey (hereinafter referred to as the "Survey") and shall deliver the same to Purchaser. 6.2 Not later than the Survey Delivery Date, Seller shall furnish Purchaser, at Seller's expense, a current commitment for an ALTA Owner's Extended Coverage Policy of Title Insurance issued by Escrow Agent (the "Title Commitment"), together with copies of instruments (or abstracts of instruments) listed in the schedule of exceptions in the Title Commitment. 6.3 The obligation of Purchaser to consummate its purchase of the survey and Property shall be subject to Purchaser's being able to acquire title to the title commitmentProperty subject only to those matters approved by Purchaser in accordance with this Article 6. 6.3.1 Ten days prior to the Inspection Contingency Date, the Buyer Purchaser shall notify the deliver to Seller a written statement of any defects in objections to Seller's title to the Property and any objections as to matters disclosed by the Survey or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Title Commitment and Seller shall notify have a reasonable time thereafter, not to exceed ten (10) days (the Buyer "Cure Notice Period"), within which to advise Purchaser in writing whether the Seller is willing elects to cure such defects; matters on or before the Seller’s failure Closing Date. 6.3.2 In the event that Seller fails to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting Purchaser of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing its election to cure such defects, objections within the Seller Cure Notice Period Purchaser shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required have the option (to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing exercised within ten (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 10) days after the Seller’s time for giving notice has expired without any notice from end of the SellerCure Notice Period), by giving the Seller written notice that the Buyer to either (i) waives such defects give Seller written notice of its election to terminate this Agreement, in which event Purchaser shall be entitled to receive the return of the Deposit and all interest earned thereon from Escrow Agent, and thereafter this Agreement shall proceed 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 Closing without any abatement in the Purchase Price with respect theretoother by reason hereof, except for the Inspection Indemnity, or (ii) terminates this Agreement waive such objections in writing to the Seller, and shall be entitled to receive a full and immediate refund thereafter consummate the transaction contemplated herein without reduction of the Xxxxxxx Money andPurchase Price. If Purchaser fails to give timely notice of its election of either alternative, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer Purchaser shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) second alternative. 6.3.3 It shall be deemed “Permitted Title Exceptions.” Notwithstanding a condition precedent to the foregoingobligation of Purchaser to consummate its purchase of the Property that Seller convey to Purchaser good, if any such defects of marketable and insurable fee-simple title consist of mortgages or deeds of trustto the Land, any other monetary liens and/or tax liens Appurtenants and Improvements (other than liens for taxes not yet due and payablecollectively, the "Real Property"), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable subject to the Title Company exceptions to title expressly approved by Purchaser in writing on or before the Inspection Contingency Date (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptionscollectively, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing"Permitted Exceptions"); provided, however, that in with respect to any deed of trust, deed to secure debt, mortgage, assignment of leases, or any other lien or encumbrance securing money due, Seller may cure such exception to title by agreeing to discharge the event that monetary obligation and obtain a termination or cancellation of the Seller elects not to remove and cure any Intervening Liens, other than lien evidencing or securing said obligation contemporaneously with the Permitted Title Exceptions, and such exist at Closing, provided that Seller does in fact discharge such monetary obligation and obtain a termination or cancellation of such lien contemporaneously with the Buyer Closing. The foregoing "cure" provisions shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately not apply to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder Existing Loan (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly defined in Section 10.3) being assumed by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementPurchaser.

Title and Survey. (a) The Seller shall order and cause Prior to be the Effective Date, the Title Company has delivered to each of the Buyer and the Seller Purchaser a title commitment for the Property (the “Title Policy from Commitment”) along with legible copies of each instrument listed as an exception therein (the “Title Exceptions”) and Seller has delivered a current ALTA survey (the “Survey”) of the Land and Improvements. All exceptions and matters set forth on Exhibit M attached hereto and any exceptions or matters caused by or through purchaser shall be “Permitted Exceptions”. On or before January 8, 2015 (the “Title Objection Date”), Purchaser shall notify Seller in writing of (i) any objections to the Title CompanyExceptions or any other matter or encumbrance set forth on the Title Report (each, a “Title Objection”), (ii) any objections to the matters shown on the Survey (each, a “Survey Objection” and together with all underlying title exception documents. The Buyer shallthe Title Objections, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitmentcollectively, the Buyer shall notify the Seller of “Purchaser Objections”), and (iii) any defects in and all endorsements which Purchaser desires if permitted under Minnesota title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notificationinsurance regulations (including, without limitation, the Seller shall notify the Buyer whether the Seller form of such endorsements which Purchaser is willing to cure such defectsaccept) (collectively, the “Objection Letter”); provided, however, in the Seller’s failure event that Purchaser fails to so notify deliver the Buyer Objection Letter on or prior to the Title Objection Date, Purchaser shall be deemed to have waived its right to object to any matters revealed by the Title Commitment and/or the Survey, and all matters shall be deemed “Permitted Exceptions”. Seller shall have three (3) days following the Seller’s refusal receipt of any such Objection Letter in which to cure all give Purchaser written notice that Seller will either (A) cause such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required Purchaser Objections to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect deleted as an exception from the Title Commitment or removed from the Survey to Purchaser’s satisfaction, or (B) not cause such Purchaser Objections to be deleted as an exception from the Title Commitment or removed from the Survey, provided that, if Seller gives written notice pursuant to clause (A), then Seller will, on or prior to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsClosing, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure cause such defects at its expense. Subject to those items below expressly required Purchaser Objections to be cured by deleted from the SellerTitle Commitment or removed from the Survey, if or cause the Title Company to give affirmative insurance acceptable to Purchaser (in its sole but good faith discretion) with respect to such Purchaser Objections. If Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure give any such defects)notice within said three (3) day period, then the Buyer shall elect, within 5 days after or gives written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (iB), then Purchaser will have one (1) above. Subject Business Day in either instance following the earlier of the expiration of Seller’s three (3) day period or the giving of such written notice by Seller (but not beyond the expiration of the Inspection Period) in which to those items below expressly required elect to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period either (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to x) terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so curedy) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have waive the right to terminate this Agreement whereupon as a result of any such Purchaser Objections, which election must be made by the Xxxxxxx Money giving of notice thereof to Seller within said one (1) Business Day period, provided that, Purchaser’s failure to make such election to terminate or its failure to respond within said one (1) Business Day period shall be returned immediately deemed a waiver of its right to terminate this Agreement under this Section 4.7 and all matters which Seller did not agree in writing to cause the Title Company to delete, remove or otherwise cure shall be deemed Permitted Exceptions. Notwithstanding anything to the Buyercontrary herein, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rightsremove at Closing (i) any mortgage, liabilities deed of trust or obligations hereunder similar voluntary monetary lien affecting the Property; (except ii) any mechanic’s or similar liens for work performed at the Property and not caused by any acts or omissions of Purchaser or any Purchaser Party; and (iii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the “Seller Encumbrances”). Seller shall be permitted to use the proceeds from the sale to effect such removal at Closing so long as the same does not prevent or delay the Title Company from issuing the Title Policy as required under Section 9.1. (b) If after the Effective Date, the Title Company issues an update to the Title Commitment and such update to the Title Commitment discloses an additional Title Exception other than a Permitted Exception or a Seller Encumbrance (which Seller is required to discharge in accordance with this Section 4.7) or a title encumbrance caused by or through Purchaser (or any Purchaser Parties) or expressly survive approved by Purchaser in accordance with the termination terms of this Agreement, or if an update to the Survey discloses a material new issue not disclosed by or set forth on the Survey, that in either instance, in Purchaser’s commercially reasonable good faith opinion materially adversely impacts title to the Property or the operation of the Hotel, then within three (3) Business Days of Purchaser’s receipt of such updated Title Commitment or the updated Survey, Purchaser may object to such new exception (and any change in an existing exception) shown in the updated Title Commitment or new matter disclosed by the Updated Survey, by providing Seller with a written notice of such objections (the “Intervening Lien Objection Letter”); provided, furtherwhich notice shall contain a reasonably detailed explanation of such objections. If Purchaser does not deliver an Intervening Lien Objection Letter within the time period specified above, Purchaser shall be deemed to have accepted all exceptions contained in the updated Title Commitment and/or the Updated Survey (other than any Seller Encumbrances) and all such exceptions and matters and shall also constitute Permitted Exceptions. In the event any such objections are timely made by Purchaser, Seller shall have the unconditional right, but not the obligation, exercisable by delivery of a notice to Purchaser (the “Seller’s Response Notice”) within one (1) Business Day after receipt of Purchaser’s Intervening Lien Objection Letter (the “Seller’s Response Period”) to commit to cure (by removal or, if acceptable to Purchaser in its sole but good faith discretion, by endorsement or otherwise) such objections in the manner specified in the Seller’s Response Notice within the time periods provided herein. The procurement by the Seller of a commitment for the issuance of a title policy or endorsement thereto (if acceptable to remove Purchaser in its sole but good faith discretion) by the Title Company insuring Purchaser against the exception or other matter shall be deemed a cure of such exception or matter as long as the Title Company agrees to delete such exception or (if acceptable to Purchaser in its sole but good faith discretion) affirmatively insure over such exception. Except with respect to Seller Encumbrances, if there are objections timely made by Purchaser that Seller elects or is deemed to have elected not to cure, then Purchaser shall have the right, notwithstanding any Intervening Lienother provision of this Agreement, within one (1) Business Day (such date, the “Outside Approval Date”) after the earlier of (i) receipt of Seller’s Response Notice or (ii) the expiration of the Seller’s Response Period to either (A) terminate this Agreement upon written notice to Seller whereupon this Agreement shall terminate, Escrow Company shall immediately return the Deposit to Purchaser, the Parties shall each pay one-half the costs of escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations, or (B) be deemed to have agreed to accept title to the Real Property subject to all exceptions to title set forth in the updated Title Commitment as applicable, and all matters shown on the updated Survey, as applicable, other than those which Seller has expressly agreed to remedy in the Permitted Title Exceptions, created directly by the affirmative actions manner set forth in Seller’s Response Notice (or is hereunder obligated to remove because such item constitutes a Seller Encumbrance) and proceed to Closing. If any such objections are not cured (or arrangements for such cure to be effective as of the Seller, or to Closing are not made) by Seller in the extent created at the manner provided in Seller’s express direction by its agents and/or representatives (including the Manager)Response, and the failure to so remove then Seller shall be a material in breach of this AgreementAgreement and Purchaser may as its only option, elect any of the remedies set forth in Section 15.2.

Title and Survey. (a) The Seller has heretofore ordered, at ---------------- Seller's expense, and delivered, and Purchaser acknowledges receipt of, the Title Commitment with respect to the Property which reflects Seller as the owner of record thereof and the documents of record referenced therein. By December 13, 2001, Seller shall order deliver updated surveys for the Property (each and cause to be delivered to each together, the "Survey"). Purchaser shall have until the date that is three (3) business days after receipt of the Buyer and Survey to give written notice (the "First Title Notice") to Seller a commitment for of such objections as Purchaser may have to any exceptions to title or matters of Survey disclosed in the Title Policy from the Title Company, together with all underlying Commitment or in any Survey or otherwise in Purchaser's examination of title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitmentIf Purchaser fails to timely give Seller a First Title Notice, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer Purchaser shall be deemed to be the Seller’s refusal to cure have accepted all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing matters reflected on the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate Commitment and the Buyer and the Survey. Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the termination Purchaser so objects. Within three (3) business days after receipt of this Agreement)Purchaser's First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller's election with respect to such objections. In the event that the Buyer does not make such If Seller fails to give written notice of election within the applicable time framesuch three (3) business day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any such defects pursuant objections, Seller shall be entitled to clause (i) above. Subject to those items below expressly required to be cured by one or more reasonable adjournments of the Seller, all title matters not objected to by the Buyer during the Study Period (or objected Closing of up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Exceptions, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. With respect to any exceptions to title of which Purchaser has the right to object, except as to Monetary Exceptions, if Seller declineselects, or is deemed to declinehave elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as provided above if Purchaser had not objected thereto and without reduction of the Buyer thereafter electing Purchase Price, or (ii) to terminate this Agreement within three (3) business days after receipt of written notice from Seller either of Seller's election not to attempt to cure or that Seller is unable or unwilling to do so, or three (3) business days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) above, Escrow Agent shall return the Xxxxxxx Money to Purchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement) , Seller shall be deemed “Permitted Title Exceptions.” Notwithstanding obligated to cure or satisfy all Monetary Exceptions at or prior to Closing, and may use the foregoingproceeds of the Purchase Price at Closing for such purpose. To the extent any Monetary Exception has not been cured or satisfied at or prior to Closing, if Purchaser, at its election, shall be entitled to apply a portion of the Purchase Price to effect such cure (or withhold such portion as may be reasonably necessary to satisfy or cure such Monetary Exception) and Purchaser shall receive a credit against the Purchase Price for any such defects amounts so applied or withheld. Between the date of the First Title Notice and Closing, Purchaser may order an update to the Title Commitment and/or the Survey and thereafter notify Seller in writing (the "Gap Notice") of any exceptions to title consist or survey matters (a) that did not exist as of mortgages the effective date of the Title Commitment or deeds the last revision date of trustthe prior Survey and are not due to acts done or suffered by or through the Purchaser Parties and (b) are first raised by the Title Company or surveyor between the effective date of the Title Commitment or the last revision date of the prior Survey and the Closing, any provided that Purchaser must notify Seller of such new exceptions to title on the date which is the earlier of (i) two (2) business days after Purchaser's receipt of an updated Title Commitment (or supplement to the Title Commitment) or other monetary liens and/or tax liens written notice disclosing the existence of such new exceptions to title and (other than liens for taxes not yet due and payable)ii) one (1) business day prior to the Closing. If Purchaser fails to so notify Seller as aforesaid, the Buyer such new exceptions to title shall be deemed to have notified the Seller that the Buyer is unwilling be Permitted Exceptions. If Purchaser sends a Gap Notice to accept such defects Seller, Purchaser and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment same rights and obligations with respect to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or such Gap Notice as apply to the extent created at First Title Notice in the Seller’s express direction by its agents and/or representatives (including the Manager), immediately preceding grammatical paragraph and the failure to so remove Closing shall be a material breach of this Agreementadjourned as necessary to satisfy the time periods provided therein.

Title and Survey. (a) The Seller shall order obtain and cause deliver to be delivered to each Purchaser not later than the date which is five (5) days after the Effective Date a Preliminary Title Report covering the Property together with legible copies of all documents affecting title referenced therein (collectively, the “Title Commitment”) issued by Xxxxxxx Title of California, Inc. (the “Title Insurer”). Additionally, Seller shall not later than the date which is five (5) days after the Effective Date provide Purchaser with the most current survey of the Buyer and Land in Seller’s possession (the Seller “Survey”), if there is a commitment for Survey. Purchaser shall have the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shallright, at its sole expense, order and cause to be delivered obtain for its own purposes an update to each the Survey (the “Updated Survey”) or, if Seller has no survey Purchaser may obtain, at its sole expense, a Survey of the Buyer land. Purchaser shall have until the date which is ten (10) business days prior to the Inspection Expiration Date (the “Title Notice Date”) within which to review title to the Property and provide written notice to Seller (the “Title Objection Notice”) of any matters shown by the Preliminary Title Report, Survey or Updated Survey which are not satisfactory to Purchaser (herein collectively called the “Title Objections”). Seller then shall have a period of five (5) business days following Seller, an ALTA survey of the Property. After ’s receipt of the survey and Title Objection Notice (the title commitment“Cure Notice Date”), to notify Purchaser if it will cure or attempt to cure Purchaser’s Title Objections. In the Buyer shall notify the event Seller of notifies Purchaser that Seller will cure or attempt to cure any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notificationTitle Objections, the Seller shall notify the Buyer whether the Seller is willing be obligated to cure such defects; matters on or prior to the Closing Date. Seller’s failure to so notify Purchaser of Seller’s election to cure any Title Objections on or prior to the Buyer Cure Notice Date shall be deemed Seller’s notice to Purchaser that Seller is unwilling to cure such matters. Purchaser’s sole right with respect to any Title Objection which Seller is unwilling to cure shall be to elect, within five (5) business days following the Cure Notice Date (the “Purchaser Response Date”), to terminate this Agreement and to receive a refund of the Deposit by providing written notice of such termination to Seller and Title Company not later than the Purchaser Response Date; failing which, Purchaser shall be deemed to have waived any Title Objections which Seller declined or is deemed to have declined to cure and elected to proceed to Closing. All matters shown on the Preliminary Title Report and/or the Survey (if any), with respect to which Purchaser fails to make a Title Objection, or with respect to which a Title Objection is made but later waived or deemed waived by Purchaser, shall be deemed to be approved by Purchaser and a “Permitted Encumbrance” as provided in Section 3.4 hereof. Notwithstanding the Seller’s refusal to cure all such defects (except for any defects consisting foregoing provisions of those items this Section 3.2, in the last sentence event any mortgage lien, mechanic’s lien or judgment lien affecting the Property appears of this SECTION 3.2 below expressly required record on the Closing Date, Seller agrees to be cured by the Seller). The Seller release such liens at Closing or, as to mechanic’s liens or judgment liens, take such other curative action as may cure any defect by causing enable the Title Company, at the Seller’s sole cost and expense, Company to omit insure over or otherwise remove such defect as an exception to liens from the Title Policy or to “insure over” (as defined below), if such defect liens a) are monetary in nature, b) are of an ascertainable amount, c) are not related to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsLoan, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected d) do not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund arise out of the Xxxxxxx Money andacts or omissions of Purchaser, upon return of the Xxxxxxx Moneyits agents, this Agreement shall terminate and the Buyer and the Seller shall have no further rightsemployees, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptionscontractors and/or subcontractors.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. Within five (5) Business Days following the Effective Date, Sellers shall deliver to Purchaser copies of the most recent title policies and surveys of the Real Properties that are in Sellers’ possession or control (if any). Purchaser shall have the right, at Purchaser’s expense, to obtain new or updated title commitments and/or surveys for the Real Properties and Purchaser shall provide copies of any such updates to Sellers within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to the expiration of the Inspection Period, Purchaser shall give Sellers notice of any title exceptions or other matters set forth on Sellers’ title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. Sellers shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects. If Sellers are unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Sellers to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Sellers shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) The Seller shall order and cause to be delivered terminate this Agreement (in whole but not in part) or (b) to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and on account thereof. Purchaser shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make any such election within the applicable time frame, the Buyer shall be deemed by written notice to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at given on or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to expiration of the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingInspection Period; provided, however, that in the event that the if any Seller commences to cure a title defect and then elects not to remove and cure any Intervening Lienscomplete such cure, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money by written notice to Sellers within three (3) Business Days after such Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be returned immediately deemed an election by Purchaser to proceed to Closing in accordance with clause (b) above. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the Deposit, to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSurviving Obligations.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall deliver to Purchaser copies of the most recent title policies and surveys of the Real Properties that are in Seller’ possession or control (if any). Purchaser shall have the right to obtain new or updated title commitments and/or surveys for the Real Properties and Purchaser shall provide copies of any such updates to Seller within two (2) Business Days after its receipt thereof. Within forty-five (45) days following the Effective Date, Purchaser shall give Seller notice of any title exceptions or other matters set forth on Seller’ title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. Seller shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects, Seller are unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) The Seller shall order and cause to be delivered terminate this Agreement (in whole but not in part) or (b) to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and on account thereof. Purchaser shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make any such election within the applicable time frame, the Buyer shall be deemed by written notice to have elected to waive any such defects pursuant to clause Seller given on or fifteen (i15) above. Subject to those items below expressly required to be cured by the days following Seller, all title matters not objected to by the Buyer during the Study Period (’s notice that it is unable or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such remove title defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Sellerset forth in Purchaser’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware notice of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closingobjection; provided, however, that in the event that the if Seller commences to cure a title defect and then elects not to remove and cure any Intervening Lienscomplete such cure, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money by written notice to Seller within three (3) Business Days after such Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be returned immediately deemed an election by Purchaser to proceed to Closing in accordance with clause (b) above. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSurviving Obligations.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall deliver to Purchaser copies of the most recent title policies and surveys of the Real Property that are in Seller’s possession or control (if any). Purchaser shall have the right to obtain new or updated title commitments and/or surveys for the Real Property and Purchaser shall provide copies of any such updates to Seller within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to the expiration of the Inspection Period, Purchaser shall give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to which Purchaser objects in its sole and absolute discretion. Seller shall have the right, but not the obligation, to remove, satisfy or otherwise cure any such exception or other matter as to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects (or is deemed to have elected not to remove) to which Purchaser has so objected, Purchaser shall elect either (a) The Seller shall order and cause to be delivered terminate this Agreement (in whole but not in part) or (b) to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and on account thereof. Purchaser shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make any such election within the applicable time frame, the Buyer shall be deemed by written notice to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at given on or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to expiration of the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingInspection Period; provided, however, that in the event that the if Seller commences to cure a title defect and then elects not to remove and cure any Intervening Lienscomplete such cure, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be returned immediately deemed an election by Purchaser to proceed to Closing in accordance with clause (b) above. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder Surviving Obligations. HNZW/482196_1.doc (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.Longview)/4232-13

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy Purchaser has received from the Title Company, together Company a preliminary title commitment with all underlying title exception documentsrespect to the Property issued in favor of Purchaser (the “Title Commitment”). The Buyer shallPurchaser shall order, at its expense, order and cause to be delivered to each an update of the Buyer and Existing Survey (the SellerExisting Survey, an ALTA survey together with any update thereof, the “Survey”). Purchaser shall promptly deliver to Seller copies of the PropertyTitle Commitment and Survey. After receipt Purchaser shall have until the date which is ten (10) days prior to the expiration of the survey and Inspection Period (the title commitment“Objection Date”), to give written notice (the Buyer shall notify the “Title Notice”) to Seller of such objections as Purchaser may have to any defects exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchaser’s examination of title. Subject to the next paragraph in this Section 2.4, any title or survey shown by such commitment and/or ALTA survey that Survey matters which Purchaser fails to raise in the Buyer is unwilling to accept. Within 5 days after such notification, Title Notice on or before the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer Objection Date shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller)Permitted Exceptions. The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections, defined below), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the termination Purchaser so objects. Within five (5) Business Days after receipt of this Agreement)Purchaser’s Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. In the event that the Buyer does not make such If Seller fails to give written notice of election within the applicable time framesuch five (5) Business Day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing to attempt such defects pursuant cure, but, except for Monetary Objections, Seller shall not be obligated to clause (i) aboveexpend any sums, commence any suits or take any other action to effect such cure. Subject Except as to those items below expressly required to be cured by the SellerMonetary Objections, all title matters not objected to by the Buyer during the Study Period (or objected to but which the if Seller declineselects, or is deemed to declinehave elected, not to cure as provided above without any exceptions to title to which Purchaser has objected on or before the Buyer thereafter Objection Date, or, if after electing to terminate this Agreement) attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be deemed “Permitted Title Exceptions.” Notwithstanding either (i) to accept title to the foregoing, Property subject to such exceptions as if any Purchaser had not objected thereto and without reduction of the Purchase Price (in which case such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer objections shall be deemed to have notified the be “Permitted Exceptions”), or (ii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that the Buyer Seller is unable or unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by paymentdo so, bonding, or escrow deposit acceptable to the Title Company (and the whereupon Escrow Agent is authorized to shall pay and discharge at Closing from the Seller’s proceeds, if not so curedXxxxxxx Money (a) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the uncured objections to title first appeared of record or were first raised by the Title Company or any surveyor after the date of the Title Commitment and before the Closing Date and are not Permitted Exceptions, to Purchaser, or (b) in all other events, to Seller. Notwithstanding anything in this Agreement to the contrary, and except for Monetary Objections, if the removal of any title encumbrance filed against the Property is the responsibility of any tenant of the Property to cure or remove pursuant to the terms of its Lease, Seller elects not shall promptly deliver a notice to such tenant with respect thereto and shall use reasonable efforts (without the expenditure by Seller of any funds and without the commencement or prosecution by Seller of an action or proceeding against such tenant with respect thereto) to cause such tenant promptly to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the encumbrance. Seller shall have no further rightsliability, liabilities nor shall Purchaser be entitled to any abatement or obligations hereunder (except as expressly survive reduction of the termination Purchase Price or delay or adjournment of Closing, if such tenant fails to remove such encumbrance. Seller shall promptly deliver to Purchaser a copy of any such notice delivered by Seller to any tenant of the Property. Notwithstanding anything to the contrary contained elsewhere in this Agreement); provided, further, the Seller shall have be obligated to cure or satisfy all Monetary Objections at or prior to Closing, and Seller may use the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions proceeds of the Seller, or Purchase Price at Closing for such purpose. Monetary Objections shall be deemed “cured” and “satisfied” upon the deposit by Seller (which may be from proceeds of the Purchase Price) with the Title Company at Closing of funds sufficient to pay the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), underlying obligation relating to such Monetary Objection and the failure to so remove shall be a material breach Title Company’s deletion of this Agreementsuch Monetary Objection from the Title Policy.

Title and Survey. (a) The 6.1 Seller shall order convey and Buyer shall accept, subject to the right of Buyer to review and approve all title matters, documents and plats of record in regard to the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller’s existing title insurance policy for the Real Estate (the “Existing Title Policy”) and of Seller’s existing survey of the Real Estate (the “Existing Survey”). Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain(see Section 6.4 for allocation of costs) updates of the Existing Survey to the certification standards described upon the Surveyor’s certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the “Updated Survey”); if Buyer does obtain such an Updated Survey, Buyer shall cause it to be delivered certified to each of the Seller and Buyer shall promptly furnish Buyer, Seller and the Seller Title Company with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (see Section 6.4 for allocation of costs) obtain a commitment for ALTA Form B Leasehold Title Insurance (the “Title Commitment”); and Buyer shall promptly cause the Title Policy from the Title CompanyCompany to furnish Seller and Buyer with true accurate and complete copies thereof (including true, together with accurate and complete copies of all underlying title exception documentsdocuments referenced therein). The Buyer shall, at its expense, order and cause to be delivered to each Not later than the expiration of the Buyer and the SellerDue Diligence Period, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the give Seller written notice that the Buyer either (i“Buyer’s Title/Survey Notice”) waives such defects and shall proceed to Closing without of any abatement title exceptions which are contained in the Purchase Price with respect thereto, Title Commitment and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer’s Title/Survey Notice (or to object to any matter referenced in the Title Commitment) to Seller on or before said date shall constitute Buyer’s final and irrevocable approval of the condition of title (iiand to any such unobjected to matter) terminates this Agreement in and to the Real Estate. If Buyer’s Title/Survey Notice shall be entitled timely given Seller shall have a period of fifteen (15) days following Seller’s receipt of Buyer’s Title/Survey Notice, to receive a full and immediate refund of the Xxxxxxx Money andcommence to remove, upon return of the Xxxxxxx Moneycorrect, this Agreement shall terminate and the Buyer and the cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer’s Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have no further rightsobligation to undertake any action or to incur any expense in order to effectuate any such removal, liabilities correction, cure or obligations hereunder satisfaction (except that notwithstanding the foregoing Seller shall be required to remove or discharge any fee mortgages or deeds of trust, as expressly survive the termination of this Agreementwell as any other liens in an ascertainable dollar amount). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and attempt to remove, correct, cure or satisfy the matters raised in Buyer’s Title/Survey Notice, or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer’s written consent) to remove, correct, cure or satisfy the matter(s) so raised using commercially reasonable good faith efforts) effectuate any Intervening Lienssuch removal, other than the Permitted Title Exceptionscorrection, and such exist at Closingcure or satisfaction as aforesaid (hereinafter called “title correction”), the Buyer shall have the right at its sole option either (a) to terminate this Agreement whereupon Agreement, in which event the Xxxxxxx Money Deposit shall be returned immediately to Buyer and neither party shall thereafter have any further liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer’s receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the event that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and, upon return of the Xxxxxxx Moneyand shall be successful, this Agreement shall terminate continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to seek title and/or Survey correction (as set forth above). Buyer shall make its election within three (3) days after Buyer’s receipt of written notice from Seller to Buyer of the extent to which title and/or the Survey has been corrected. 6.2 If at the Closing Date there may be any liens or encumbrances which render title unmarketable or otherwise are not permitted title exceptions hereunder, and which Seller is obligated or desires to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Buyer at the Closing instruments in recordable form and sufficient to satisfy such liens and encumbrances of record together with the cost of recording or filing said instruments; or provided that Seller has made arrangements with the title company in advance of Closing, Seller will deposit with said company sufficient monies, acceptable to and required by it to insure obtaining and the Buyer recording of such satisfactions and the issuance of title insurance to Buyer either free of any such liens and encumbrances, or with insurance against enforcement of same out of the insured premises. The existence of any such liens and encumbrances shall not be deemed objections to title, if Seller shall have no further rightscomply with the foregoing requirements. Unpaid liens for taxes, liabilities water charges, sewer rents and assessments which are the obligation of Seller to satisfy and discharge shall be objections to title, and thus the amount thereof, plus interest and penalties thereon, shall be deducted from the Purchase Price to be paid hereunder and allowed to Buyer, subject to the provisions for apportionment of taxes, water charges and sewer rents contained herein. Unpaid franchise tax of any entity in the chain of title to which such tax is applicable, or obligations hereunder (except estate, income or other taxes which may be liens against the Property as expressly survive of the termination Closing Date shall not be an objection to title, provided the title company agrees to insure against the collection of said taxes from the Property and in such event if required by the title company, Seller agrees to deposit at Closing with the title company an amount deemed reasonable by it to secure the payment of such unpaid franchise tax, or other tax. 6.3 In the event that Seller is unable to convey title in accordance with the terms of this Agreement, or if any representation of Seller herein is untrue in a material respect on the Closing Date and Seller does not correct same (it being understood Seller will be entitled to a reasonable adjournment of Closing for such purpose, not to exceed fifteen (15) days); provided, further, the sole responsibility of Seller will be to refund (or cause to be refunded by the Escrow Agent) to Buyer any amount paid on account of the Purchase Price; upon the making of such refund, this Agreement shall be deemed canceled, neither party shall have any further claim against the unconditional commitment other by reason of this Agreement, except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8. 6.4 The costs of obtaining the Title Commitment, the policy of title insurance to remove any Intervening Lienissue at Closing (in form subject to Buyer’s sole discretion, other than and agreed to prior to the Permitted Title Exceptions, created directly by the affirmative actions expiration of the Due Diligence Period) with premium up to the amount of the Purchase Price “Basic Title Policy” shall be split equally between Buyer and Seller. The costs of any excess coverage or endorsements including, or but not limited to, Zoning 3.1; Survey; Access, Usury, Location, Tax ID, Contiguity, EPA, Comprehensive and Doing Business, to the extent created at available or applicable (the Seller’s express direction by its agents and/or representatives (including the Manager“Title Endorsements”), and the failure to so remove shall be a material breach borne by Buyer (Basic Title Policy plus endorsements shall be referred to collectively as the “Title Policy”) and expressly excluding therefrom, however, the costs to release any monetary encumbrance affecting the Property and any title curative endorsements which shall be borne by Seller. All costs of this Agreementthe survey shall be borne equally by Seller and Buyer.

Title and Survey. (a) The Prior to the Effective Date, the Title Company has delivered to Purchaser a preliminary title report for the Property (the “Title Commitment”) along with legible copies of each instrument listed as an exception therein (the “Title Exceptions”) and Seller has delivered the existing ALTA survey for which Purchaser has ordered an update (the “Survey”) of the Land and Improvements. Attached as Exhibit M hereto is the form of pro forma Title Policy (“Pro Forma”) Purchaser has negotiated with the Title Company. All exceptions and matters set forth on the Pro Forma and any exceptions or matters caused by or through Purchaser shall be “Permitted Exceptions”. Notwithstanding anything to the contrary herein, Seller shall order remove at Closing (i) any mortgage, deed of trust or similar voluntary monetary lien affecting the Property; (ii) any mechanic’s or similar liens for work performed at the Property and cause not caused by any acts or omissions of Purchaser or any Purchaser Party; and (iii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the “Seller Encumbrances”). Seller shall be permitted to be delivered use the proceeds from the sale to each of effect such removal at Closing so long as the Buyer and same does not prevent or delay the Seller a commitment for Title Company from issuing the Title Policy from as required under Section 9.1. (b) If after the Effective Date, the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, Company issues an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception update to the Title Policy Commitment or to “insure over” Pro Forma and such defect update to the Buyer’s reasonable satisfaction. If the Title Commitment or Pro Forma discloses an additional Title Exception other than a Permitted Exception or a Seller Encumbrance (which Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured discharge in accordance with this Section 4.7) or a title encumbrance caused by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing through Purchaser (or fails to notify Buyer and therefore has elected not to cure such defects), then any Purchaser Parties) or expressly approved by Purchaser in accordance with the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination terms of this Agreement, or if an update to the Survey discloses a material new issue not disclosed by or set forth on the Survey, that in either instance, in Purchaser’s commercially reasonable good faith opinion materially adversely impacts title to the Property or the operation of the Hotel, then within three (3) Business Days of Purchaser’s receipt of such updated Title Commitment or the updated Survey, Purchaser may object to such new exception (and any change in an existing exception) shown in the updated Title Commitment or new matter disclosed by the updated Survey, by providing Seller with a written notice of such objections (the “Intervening Lien Objection Letter”), which notice shall contain a reasonably detailed explanation of such objections. In the event that the Buyer If Purchaser does not make such election deliver an Intervening Lien Objection Letter within the applicable time frameperiod specified above, the Buyer Purchaser shall be deemed to have elected to waive accepted all exceptions contained in the updated Title Commitment and/or the updated Survey (other than any Seller Encumbrances) and all such exceptions and matters and shall also constitute Permitted Exceptions. In the event any such defects pursuant objections are timely made by Purchaser, Seller shall have the right, but not the obligation, exercisable by delivery of a notice to clause Purchaser (ithe “Seller’s Response Notice”) abovewithin one (1) Business Day after receipt of Purchaser’s Intervening Lien Objection Letter (the “Seller’s Response Period”) to commit to cure (by removal or, if acceptable to Purchaser in its sole but good faith discretion, by endorsement or otherwise) such objections in the manner specified in the Seller’s Response Notice within the time periods provided herein. Subject to those items below expressly required to be cured The procurement by the Seller, all Seller of a commitment for the issuance of a title matters not objected policy or endorsement thereto (if acceptable to Purchaser in its sole but good faith discretion) by the Buyer during Title Company insuring Purchaser against the Study Period exception or other matter shall be deemed a cure of such exception or matter as long as the Title Company agrees to delete such exception or (or objected if acceptable to Purchaser in its sole but which the good faith discretion) affirmatively insure over such exception. Except with respect to Seller declinesEncumbrances, if there are objections timely made by Purchaser that Seller elects or is deemed to declinehave elected not to cure, then Purchaser shall have the right, notwithstanding any other provision of this Agreement, within one (1) Business Day (such date, the “Outside Approval Date”) after the earlier of (i) receipt of Seller’s Response Notice or (ii) the expiration of the Seller’s Response Period to cure as provided above without the Buyer thereafter electing to either (A) terminate this Agreement) Agreement upon written notice to Seller whereupon this Agreement shall be deemed “Permitted Title Exceptions.” Notwithstanding terminate, Escrow Company shall immediately return the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable)Deposit to Purchaser, the Buyer Parties shall each pay one-half the costs of escrow, and neither party to this Agreement shall thereafter have any further rights or liabilities under this Agreement, except for the Surviving Obligations, or (B) be deemed to have notified the Seller that the Buyer is unwilling agreed to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable title to the Title Company (and the Escrow Agent is authorized Real Property subject to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause all exceptions to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included set forth in the initial title commitment received by updated Title Commitment as applicable, and all matters shown on the Buyer pursuant to SECTION 3.2(a) (eachupdated Survey, an “Intervening Lien”). To the extent that there exist any Intervening Liensas applicable, other than those which Seller has expressly agreed to remedy in the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions manner set forth in Seller’s Response Notice (or is hereunder obligated to remove because such item constitutes a Seller Encumbrance) and cure any and all such Intervening Liens prior proceed to Closing; provided, however, that . If any such objections are not cured (or arrangements for such cure to be effective as of the Closing are not made) by Seller in the event that the manner provided in Seller’s Response, then Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material in breach of this AgreementAgreement and Purchaser may as its only option, elect any of the remedies set forth in Section 16.2.

Title and Survey. Within one (a1) The business day of the execution of this Agreement, Seller shall order deliver to Purchaser a copy of Seller’s existing survey of the Land and Improvements (which survey, and any update obtained by Purchaser, at Purchaser’s discretion and cost, is herein called the “Survey”). Purchaser shall also obtain, and shall cause to be delivered to each of Seller, a current commitment (the Buyer “Title Commitment”) for title insurance on the Land and Improvements, issued by Benchmark Title, 0000 Xxxxxxx Xxxxxx, Dallas, Texas 75201, Phone: (000) 000-0000, Attention: Xxxxxxxx Xxxxxx Xxxxx, Email: xxxxxxx@xxxxxxxx.xxx (the Seller a commitment for the Title Policy from the “Title Company”), together with copies of all underlying items shown as exceptions to title exception documentstherein. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After Purchaser shall have until such date that is five (5) days after receipt of the survey Title Commitment and the title commitment, Survey (the Buyer shall notify the “Title Notice Date”) to provide written notice to Seller of any defects in title or survey matters shown by such commitment and/or ALTA survey that the Buyer is unwilling Title Commitment or Survey which are not satisfactory to accept. Within 5 days after such notificationPurchaser, which notice (the “Title Notice”) must specify curative steps necessary to cure the objections stated in the Title Notice (collectively, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the “Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this AgreementObjections”). In the event Seller is unable or unwilling to eliminate any one or more of the Title Objections, Seller shall so notify Purchaser in writing within three (3) days of the Title Notice Date (the “Title Response Date”), and Purchaser may, as its sole and exclusive remedy, by delivering written notice thereof within three (3) days of the Title Response Date to Seller, terminate the Agreement and receive a refund of the entire Deposit, including the Hard Deposit pursuant to Section 2.2.1 hereof. In the event that Seller fails to provide such written notice to Purchaser within three (3) days after the Buyer does not make such election within the applicable time frameTitle Notice Date, the Buyer then, Seller shall be deemed to have elected not to waive cure the Title Objections for which no such notice is given unless Seller undertakes in writing to cure such matters as contemplated below. Except as hereinbelow expressly stated with respect to the Mandatory Monetary Liens, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any Title Objections, and Seller shall not be deemed to have any obligation to cure unless Seller expressly undertakes such defects an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Closing Date and which recites that it is in response to the Title Notice (each a “Cure Commitment”). Purchaser’s sole right with respect to any Title Objection that Seller is not required to cure hereunder shall be to elect to terminate this Agreement in accordance with the time period described above (other than continuing obligations that are expressly stated to survive the Closing or termination of this Agreement including under Sections 3.1.4 and 3.1.7 hereof) (herein called the “Surviving Obligations”), in which event the Agreement shall be deemed terminated and the Deposit, including the Hard Deposit pursuant to clause (i) aboveSection 2.2.1 hereof, shall be refunded to Purchaser. Subject All matters shown on the Title Commitment and/or Survey and any update thereof with respect to those items below expressly required which Purchaser fails to be cured by give a Title Notice on or before the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declineslast date for so doing, or with respect to which a timely Title Notice is deemed given but Seller fails to decline, undertake an express obligation to cure as provided above without the Buyer thereafter electing to terminate this Agreement) above, shall be deemed to be approved by Purchaser and a “Permitted Encumbrance” (as defined in Section 3.4), subject, however, to Purchaser’s termination right provided in Section 3.5 hereof. Notwithstanding anything hereinabove to the contrary, Seller shall be obligated at or prior to Closing, to cause the Title Exceptions.” Notwithstanding the foregoingCompany to remove any mortgage, if any such defects of title consist of mortgages or deeds deed of trust, any other deed to secure debt, judgment, lien or claim of lien that is monetary liens and/or tax liens in nature, and which is capable of being satisfied at Closing (other than liens for but not real property taxes and assessments which are not yet due and payable) (the “Mandatory Monetary Liens”), which Mandatory Monetary Liens may be paid off at Seller’s election from the Buyer Purchase Price, and Seller shall not be deemed required to have notified executed releases of the same available at Closing so long as the Mandatory Monetary Lien that is being paid off is shown as a charge to Seller that on the Buyer is unwilling to accept such defects and settlement sheet at Closing. If after the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to expiration of the Title Company (Notice Date, any subsequent updated version(s) of the Title Commitment or Survey should contain exceptions or items that were not existing and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included set forth in the initial title commitment received original version(s) of the Title Commitment and Survey, as applicable, reviewed by Purchaser, then the Buyer pursuant foregoing provisions above shall apply, as to SECTION 3.2(asuch additional matters only, as though the updated version(s) (eachof the Title Commitment and Survey reflecting such additional matters were those originally delivered for Purchaser’s review hereunder, an “Intervening Lien”). To the extent except that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the a period of five (5) days from receipt of such updated Title Commitment and/or Survey, as applicable, to provide Seller with Purchaser’s written objections to such additional matters and a corresponding right to terminate this the Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return and receive a refund of the Xxxxxxx Moneyentire Deposit, this Agreement shall terminate and including the Buyer and Hard Deposit pursuant to Section 2.2.1 hereof. Notwithstanding the Seller foregoing, Purchaser shall have no further rights, liabilities right to object to any additional matter that arises from the actions or obligations hereunder (except as expressly survive the termination omissions of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, Purchaser or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementagents.

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA or Category 1A survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Seller shall order and cause to be has delivered to each Purchaser an ALTA/ASCM Land Title Survey of the Buyer Land (the “Survey”) prepared by Stantec and a title commitment (the Seller a commitment for the “Title Policy from Commitment”) issued by the Title Company/Escrow Agent, as Agent for Commonwealth Land Title Insurance Company (“Title Insurer”), for a standard ALTA form of Owner's Title Insurance Policy with respect to Seller's interest in the Real Property, together with copies of all underlying documents and instruments referred to as exceptions to title exception documentsin the Title Commitment. The Buyer shall, at its expense, order and cause Purchaser shall have until the date three (3) business days prior to be delivered the Approval Date to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the provide written notice to Seller of any defects matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser, which notice (the “Title Notice”) must specify the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Purchaser's disapproval. Seller shall have two (2) business days to elect to cure or not to cure any title objections to the satisfaction of the Purchaser. If Seller elects not to cure such objections, Purchaser may terminate this Agreement in its sole discretion and the Title Company shall refund the Deposit to Purchaser. If the Seller elects to cure such title objections to the satisfaction of the Purchaser, then the parties shall then have until the Approval Date to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s); provided, Ruskin [Tampa], Florida however, except as otherwise provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notificationobjections, the and Seller shall notify the Buyer whether the Seller is willing not be deemed to have any obligation to cure unless Seller expressly undertakes such defects; an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust created, consented to or affirmatively permitted by Seller encumbering Seller’s failure fee interest in the Real Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller’s fee interest in the Property; or (iii) mechanic’s or materialmen’s liens encumbering Seller’s fee interest in the Property and arising from any work performed or materials furnished for or on behalf of Seller (items i, ii, and iii above collectively referred to as “Lien Exceptions”), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic’s or materialmen’s lien shall include, at Seller’s option, bonding around or insuring-over the mechanic’s or materialmen’s lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser's sole right with respect to any Title Commitment or Survey matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so notify the Buyer doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured approved by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost Purchaser and expense, to omit such defect as an exception to the Title Policy or to “insure overPermitted Encumbrances” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoingin Section 3.4 hereof, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; providedsubject, however, that to Purchaser's termination right provided in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Section 3.6 hereof. Purchaser shall have the right to terminate this Agreement whereupon cause a new survey of the Xxxxxxx Money shall Property to be returned immediately prepared and certified to Purchaser, Seller and the Title Company prior to the BuyerClosing (an “Updated Survey”). If, andprior to Closing, upon return the Updated Survey reflects, Seller discloses to Purchaser or Purchaser discovers pursuant to an updated title commitment (an “Updated Title Commitment”) or otherwise discovers that title to the Property is subject to defects, limitations or encumbrances other than (i) the Permitted Encumbrances; or (ii) any matter caused by Purchaser or any person or entity claiming by, through or under Purchaser; then Purchaser shall promptly give Seller written notice of its objection thereto. Such written notice shall additionally notify Seller that the Xxxxxxx MoneyAgreement may be terminated if such title defect is not removed, bonded or insured-over in a commercially reasonable manner prior to the Closing Date. In such event, Seller may elect to postpone the Closing for thirty (30) days and attempt to cure such objection. If Purchaser fails to waive any such objection within ten (10) days after notice from Seller that Seller is unable to or elects not cure the objection, this Agreement shall will terminate automatically and the Buyer Title Company will return the Deposit to Purchaser, provided that Purchaser and the Seller shall not be in default hereunder, and neither party shall have no further rights, liabilities or any liability to the other except for the surviving obligations hereunder (except as expressly survive of Purchaser and Seller set forth in this Agreement. For the termination purposes of this Agreement); provided, furtherany title defect, the Seller shall have the unconditional commitment to remove any Intervening Lienlimitation or encumbrance, other than the Permitted Title Exceptionsthose enumerated in (i) – (ii) above, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be deemed cured if the Title Company or another title company reasonably acceptable to Purchaser and authorized to do business in the State in which the Property is located will agree to issue a material breach standard ALTA form of this Agreementowner's title insurance policy to Purchaser for the Purchase Price, which policy takes no exception for such defect, limitation or encumbrance and is issued for no additional premium or for an additional premium if Seller agrees to pay such additional premium upon Closing.

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller Purchaser has received a title insurance commitment bearing a commitment date of March 22, 2021 (“Commitment”) for the an Owner’s Policy of Title Policy Insurance (Commitment No. 140-2226749-20) from the Title Company, covering the Real Property, together with copies of all underlying title exception documents. The Buyer shallinstruments reflected as exceptions set forth therein, at its expense, order and cause to be delivered to each of the Buyer and the Seller, as well as an ALTA survey of the PropertyLand prepared by WM Surveys, Inc. (“Surveyor”) and bearing a last revision date of March ___, 2021 (the “Survey”). After Purchaser hereby acknowledges and agrees that Purchaser has approved all matters and documents expressly identified in the Commitment and all matters expressly identified in the Survey, and that all such matters and documents constitute permitted exceptions to title (the “Permitted Exceptions”); provided, however, that Items 27, 29, 30, 31, 32, 34, 36, 37, 38, 39 and 40 in Schedule B, Section Two of the Commitment shall not be considered Permitted Exceptions, and shall be removed (or deleted as an exception from the title policy issued to Purchaser at Closing pursuant to this Agreement) by Seller at or before Closing. Purchaser shall have five (5) Business Days after receipt of notice of any title or survey matters not reflected on the survey Commitment or Survey to deliver to Seller and Title Company an objection to the title commitment, the Buyer same in its sole and absolute discretion (a “Title Objection”). If Purchaser shall timely notify the Seller of any defects Title Objections, Seller shall have the right, but not the obligation (except as set forth below with respect to Seller Liens), to cure such Title Objection(s) in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to acceptits sole and absolute discretion. Within 5 days three (3) Business Days after such notificationreceipt of Purchaser’s notice of Title Objection(s), the Seller shall notify the Buyer Purchaser in writing whether the Seller is willing elects to attempt to cure such defects; Title Objection(s). Failure of Seller to give such notice within said three (3) Business Day period shall be deemed an election by Seller not to cure such Title Objection(s) (except to the extent the same are Seller Liens). If Seller elects or is deemed to have elected not to cure any Title Objection(s) specified in Purchaser’s notice, Purchaser shall have the following options, to be given by written notice to the Seller within two (2) Business Days after Purchaser’s receipt of Seller’s failure notice electing not to so notify cure such objection(s) (or, if Seller fails to deliver such notice, within two (2) Business Days after the Buyer day on which Seller was required to deliver such notice): (a) to accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any Title Objections that Seller has elected, or is deemed to have elected, not to cure (which such matter(s) shall thereafter be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defectsa Permitted Exception), then without reduction of the Buyer shall electPurchase Price, within 5 days after or (b) to terminate this Agreement by sending written notice thereof from the to Seller to the Buyer (or within 5 days after the Seller’s time for giving and Escrow Agent, and upon delivery of such notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Moneytermination, this Agreement shall terminate and the Buyer Deposit shall be promptly returned to Purchaser, and the Seller thereafter neither party hereto shall have no any further rights, obligations, or liabilities or obligations hereunder (except as for those matters which expressly survive the termination of this Agreement). In the event that the Buyer does not make Failure of Purchaser to give such election notice within the applicable time frame, the Buyer said two (2) Business Day period shall be deemed an election by Purchaser to have elected to waive any such defects pursuant to accept a conveyance of the Property as provided in clause (ia) above. Subject In addition, if Seller fails prior to those items below expressly required the Outside Date to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (cure or objected to but which the satisfy any Title Objections(s) that Seller declineshas elected, or is deemed to declinerequired hereunder, to cure as provided above without or satisfy, then Purchaser may: (y) accept a conveyance of the Buyer thereafter electing Property subject to terminate this Agreementthe Permitted Exceptions, specifically including such Title Objection(s) which Seller has failed to cure or satisfy (which such Title Objection(s) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall thereafter be deemed to have notified be a Permitted Exception), without reduction of the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bondingPurchase Price, or escrow deposit acceptable (z) terminate this Agreement by sending written notice thereof to the Title Company (Seller and the Escrow Agent is authorized to pay Agent, and discharge at Closing from the Seller’s proceedsupon delivery of such notice of termination, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller this Agreement shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptionsterminate, the Seller mayDeposit shall be returned to Purchaser, at its sole optionand thereafter neither party hereto shall have any further rights, undertakeobligations, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closingor liabilities hereunder except for those matters which expressly survive termination of this Agreement; provided, however, that the foregoing shall not limit Purchaser’s rights or remedies under Section 13.2 if the uncured Title Objection(s) arose as a result of a breach by Seller of its covenants under this Agreement or if the uncured Title Objection(s) constitute defects or matters which, by the other provisions of this Agreement, Seller is required to cure, pay off or satisfy. Notwithstanding the foregoing or anything in this Agreement that may be construed to the contrary (and as covenants that shall survive the Closing), Seller shall be obligated at its expense (including any prepayment or defeasance costs) to pay off, satisfy and remove as an encumbrance against the Property, on or prior to the Closing, all mortgage or deed of trust liens, delinquent taxes and mechanics’ and other monetary liens of an ascertainable amount created by Seller or Lessee that encumber the Property and that can be satisfied with the payment of money (such liens are, collectively, “Seller Liens”), and in no event shall Seller Liens constitute Permitted Exceptions or, as of the Closing Date, Permitted Liens (it being agreed, for the avoidance of doubt, that nothing in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate foregoing provisions of this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, Section 8.4 nor anything else in this Agreement shall terminate limit Purchaser’s remedies with respect to the obligations of Seller relating to Seller Liens). If Seller neither removes nor so deletes Seller Liens by Closing, then in addition to all rights and remedies that Purchaser may have pursuant to this Agreement, the Buyer Purchase Price shall, as directed by Purchaser, be applied to pay off and satisfy all Seller Liens. In addition to the Seller foregoing, and as a covenant that shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination Closing, Seller shall, at Seller’s cost and expense, cause all Mechanics’ Liens (other than Mechanics’ Liens caused by Purchaser) to be paid and satisfied prior to any material risk of this Agreement)foreclosure thereof with respect to any portion of the Property; provided, furtherhowever, the that Seller shall have the unconditional commitment to remove any Intervening Lienmay, other than the Permitted Title Exceptionsin good faith and appropriate proceedings and in accordance with Applicable Law, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), promptly and the failure to so remove shall be a material breach of this Agreementdiligently contest all such Mechanics’ Liens.

Title and Survey. Within two (a2) The days following the Effective Date, Seller shall order and cause deliver to be delivered to each Purchaser a survey of the Buyer and Land in Seller's possession, if any, (the Seller "Survey"). After the Effective Date, Purchaser shall obtain, at Seller's expense, a title commitment for (the "Title Policy from Commitment") issued by the Title Company/Escrow Agent, for a standard ALTA form of Owner's Title Insurance Policy with respect to Seller's interest in the Real Property, together with copies of all underlying documents and instruments referred to as exceptions to title exception documentsin the Title Commitment. The Buyer shallAny costs related to an extended Owner's Title Insurance Policy shall be paid by Purchaser. Purchaser, at its expensePurchaser's cost, order and cause to be delivered to each may obtain a new survey ("New Survey") of the Buyer and Property made on the Seller, ground by a registered professional land surveyor that conforms to the requirements of an ALTA survey of ALTA/ACSM minimum standard detail survey. Purchaser shall have four (4) days from the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Effective Date to provide written notice to Seller of any defects in matters shown by the Title Commitment or Survey (or New Survey, if applicable) which are not satisfactory to Purchaser, which notice (the "Title Notice") must specify the reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Purchaser's disapproval. The parties shall then have until the Approval Date to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s); provided, however, except as otherwise provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notificationobjections, the and Seller shall notify the Buyer whether the Seller is willing not be deemed to have any obligation to cure any title or survey objections unless Seller expressly undertakes such defectsan obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in response to a Title Notice. Notwithstanding the foregoing, all exceptions to title shown on the Title Commitment or otherwise arising prior to the Closing which evidence (i) mortgages or deeds of trust created by Seller encumbering Seller's fee interest in the Real Property; (ii) judgment liens evidencing non-appealable judgments rendered against Seller and encumbering Seller's fee interest in the Real Property; or (iii) mechanic's or materialmen's liens encumbering Seller’s failure 's fee interest in the Real Property and arising from any work performed or materials furnished for or on behalf of Seller; (items i, ii, and iii above collectively referred to as "Lien Exceptions"), shall, in each instance, be deemed objected to without any notice by Purchaser and cured by Seller (which, in the case of a mechanic's or materialmen's lien shall include, at Seller's option, bonding around or insuring-over the mechanic's or materialmen's lien) at or prior to Closing. Except as otherwise provided with respect to Lien Exceptions, Purchaser's sole right with respect to any Title Commitment or Survey (or New Survey, if applicable) matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown on the Title Commitment and/or Survey (or New Survey, if applicable) with respect to which Purchaser fails to give a Title Notice on or before the last date for so notify the Buyer doing, or with respect to which a timely Title Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured approved by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost Purchaser and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure "Permitted Encumbrances" as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoingin Section 3.4 hereof, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; providedsubject, however, that to Purchaser's termination right provided in Section 3.6 hereof. The failure of Seller to deliver a Title Commitment or a Survey (or Purchaser's failure to obtain a New Survey, if applicable) satisfying the event that requirements of this Section 3.2 will not under any circumstances extend the Seller elects not to remove and cure any Intervening Liensperiod for review of the Title Commitment or Survey (or New Survey, other than if applicable) beyond the Permitted Title ExceptionsApproval Date, and such exist at ClosingPurchaser's sole and exclusive remedy for Seller's failure, the Buyer if any, shall have the right be to terminate this Agreement whereupon before the Xxxxxxx Money shall be returned immediately to Approval Date in accordance with the Buyer, and, upon return provisions of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSection 3.2.

Title and Survey. CWS shall have the period from the date hereof to and ending at 5:00 p.m. on the date that is sixty (a60) The Seller shall order and cause days from the date of this Agreement (the “Inspection Period”) to be delivered determine whether the title to each all of the Buyer and real property owned by the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each Company constituting part of the Buyer and Assets (as that term is defined in Section 3.2(b) hereof) (the Seller“Property”) is marketable and/or insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates. If CWS determines during the Inspection Period that such title is neither marketable nor insurable (subject to the exceptions set forth on Schedule 1.5) at regular rates, an ALTA CWS shall give the Company a written notice delivered prior to the termination of the Inspection Period setting forth any objections (the “CWS Title Objections”) that CWS has to title or survey matters affecting the marketability or insurability, as the case may be (subject to the exceptions set forth on Schedule 1.5), of the Property. After receipt For purposes of this Agreement, the standards of title of the survey and Connecticut State Bar Association, to the extent applicable, shall govern the determination of marketable and/or insurable title commitment, (subject to the Buyer exceptions set forth on Schedule 1.5) at regular rates. The Company shall notify have the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that option to cure the Buyer is unwilling to accept. Within 5 CWS Title Objections within thirty (30) days after the date of such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfactionnotice. If the Seller is willing Company elects not to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller or is unwilling or unable to cure any other such defects the CWS Title Objections by Closing said date, CWS shall have the option to be exercised within ten (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 10) days after written notice thereof from the Seller to the Buyer of said date (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer in its sole discretion) of either (ia) waives accepting the title as it then is for all purposes under this Agreement, waiving any additional rights CWS may have arising from such defects CWS Title Objections, and shall proceed proceeding to Closing without any abatement in carry out the Purchase Price with respect theretotransactions contemplated herein, or (iib) terminates terminating this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money andAgreement, upon return of the Xxxxxxx Money, whereupon this Agreement shall terminate and the Buyer CWS and the Seller shall Company shall, subject to Sections 8.5 and 8.6 hereof, have no further rightsobligations or liabilities hereunder, liabilities or except that CWS’ obligations hereunder (except as expressly survive the termination of this Agreement)under Section 1.6 shall survive. In the event that the Buyer If CWS does not make give such election within the applicable time frame, the Buyer shall be deemed to have elected to waive a notice setting forth any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer CWS Title Objections during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx MoneyInspection Period, this Agreement shall remain in full force and effect, except that CWS’ rights pursuant to this Section 1.5 shall terminate from and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive after the termination of this Agreement); providedthe Inspection Period. Except for liens securing the debt set forth on the Company Financial Statements provided pursuant to Section 3.11 hereof and liens securing any other debt issued in connection with the financing of ordinary course trade payables consistent with past practice, furtheras set forth on Schedule 1.5 hereto (together, the Seller “Permitted Debt”), any other mortgages and liens securing any of the Company’s obligations for borrowed money shall be extinguished by the Company on or prior to the Closing Date. Notwithstanding the provisions of this Section 1.5, CWS shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or rights granted pursuant to the extent created at provisions of Section 1.7 with respect to any Title Objections regardless of whether or not any such Title Objections are set forth in CWS’ notice to the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementCompany.

Title and Survey. (a) The Prior to the Effective Date, the Title Company has delivered to Purchaser a preliminary title report for the Property (the “Title Commitment”) along with legible copies of each instrument listed as an exception therein (the “Title Exceptions”) and Seller has delivered the existing ALTA survey for which Purchaser has ordered an update (the “Survey”) of the Land and Improvements. Attached as Exhibit M hereto is the form of pro forma Title Policy (“Pro Forma”) Purchaser has negotiated with the Title Company. All exceptions and matters set forth on the Pro Forma and any exceptions or matters caused by or through Purchaser shall be “Permitted Exceptions”. Notwithstanding anything to the contrary herein, Seller shall order remove at Closing (i) any mortgage, deed of trust or similar voluntary monetary lien affecting the Property; (ii) any mechanic’s or similar liens for work performed at the Property and cause not caused by any acts or omissions of Purchaser or any Purchaser Party; and (iii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing (individually and collectively, the “Seller Encumbrances”). Seller shall be permitted to be delivered use the proceeds from the sale to each of effect such removal at Closing so long as the Buyer and same does not prevent or delay the Seller a commitment for Title Company from issuing the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly as required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defectsunder Section 9.1. (b) The Seller shall promptly bring If after the Effective Date, the Title Company issues an update to the Buyer’s attention any defect Title Commitment or Pro Forma and such update to the Title Commitment or Pro Forma discloses an additional Title Exception other than a Permitted Exception or a Seller Encumbrance (which Seller is required to discharge in accordance with this Section 4.7) or a title which the Seller becomes aware of and which were created by, under encumbrance caused by or through Purchaser (or any Purchaser Parties) or expressly approved by Purchaser in accordance with the Seller terms of this Agreement, or if an update to the extent Survey discloses a material new issue not included in disclosed by or set forth on the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, howeverSurvey, that in the event that the Seller elects not to remove and cure any Intervening Lienseither instance, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately in Purchaser’s commercially reasonable good faith opinion materially adversely impacts title to the Buyer, and, upon return Property or the operation of the Xxxxxxx MoneyHotel, this Agreement shall terminate then within three (3) Business Days of Purchaser’s receipt of such updated Title Commitment or the updated Survey, Purchaser may object to such new exception (and any change in an existing exception) shown in the Buyer and the Seller shall have no further rights, liabilities updated Title Commitment or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly new matter disclosed by the affirmative actions updated Survey, by providing Seller with a written notice of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives such objections (including the Manager), and the failure to so remove shall be a material breach of this Agreement.the

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents5.2.1. The Buyer shall, at its Buyer’s sole cost and expense, order and cause obtain a commitment for an ALTA Owner’s Policy of Title Insurance (collectively, “Title Commitment”) issued by the Title Company prior to be delivered to each the end of the Due Diligence Period with respect to the Land and Improvements. At its option and at its sole cost, Buyer may obtain such updates or modifications to the Title Commitment as Buyer deems necessary or desirable. Buyer shall promptly provide Seller with copies of the Title Commitment and the Sellerall such updates and modifications. 5.2.2. Buyer shall, an ALTA at Buyer’s sole cost and expense, obtain a survey of the Property. After receipt Land (“Survey”) prior to the end of the survey Due Diligence Period. At its option and at its sole cost, Buyer may obtain such updates or modifications of the title commitment, the Survey as Buyer deems necessary or desirable. Buyer shall notify the promptly provide Seller with copies of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except updates and modifications, and shall request that Seller be permitted to rely thereon as a named party. Seller intends to obtain, in connection with the application for any defects consisting the issuance of those items in the last sentence Temporary Certificate of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title CompanyOccupancy, at the Seller’s sole cost and expense, to omit such defect as an exception to update of the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfactionSurvey. If the Seller is willing to cure such defects, the Seller shall act promptlypromptly provide Buyer with copies of any such update, diligently and use commercially reasonable efforts shall request, and Seller shall request that Buyer be permitted to cure such defects at its expenserely thereon as a named party. 5.2.3. Subject to those items below Except for the foregoing and as otherwise expressly required to be cured agreed in writing by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either item (i) waives such defects and shall proceed to Closing without any abatement reflected in the Purchase Price with respect theretoTitle Commitment or the Survey which is not objected to by Buyer in writing prior to the end of the Due Diligence Period, or (ii) terminates this Agreement and shall be entitled reflected in any update to receive a full and immediate refund the Title Commitment or Survey performed after the end of the Xxxxxxx Money andDue Diligence Period that is not objected to by Buyer in writing within three (3) Business Days following delivery to Buyer of such update, upon return together with a copy of such new item (the Xxxxxxx Money, this Agreement shall terminate and parties hereby agree to extend the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder date for Closing if necessary to provide such three (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer 3) Business Day period to Buyer) shall be deemed to have elected been approved by Buyer and shall be Permitted Exceptions for all purposes under this Agreement. 5.2.4. Seller shall, within three (3) Business Days after notice from Buyer of any title or survey matter to waive any such defects pursuant which Buyer is entitled to clause object hereunder, notify Buyer in writing either (ia) above. Subject that Seller elects to those cure said items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declinesClosing, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure said items by Closing, provided, that, Seller shall be required to cure any Intervening Liensitem caused by Seller and liquidated in amount, other than and, in the Permitted Title Exceptionslatter case, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon and receive a return of the Xxxxxxx MoneyDeposit by giving written notice of such termination to Seller on or before the later of (i) three (3) Business Days after receipt of written notice from Seller of its election not to cure any such matters, or (ii) expiration of the Due Diligence Period. Buyer’s failure to so terminate this Agreement shall terminate and be deemed to be a waiver of Buyer’s objection to such unacceptable items that Seller has not agreed to cure, which shall become Permitted Exceptions hereunder. In the Buyer and the event that Seller elects to cure any such title or survey matter, Seller shall have no further rights, liabilities or obligations hereunder ten (10) days from such election to cure such items (except as expressly survive in the termination case of this Agreement); providedmonetary liens, further, the in which case Seller shall have until the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions time of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the ManagerClosing), and the parties hereby agree to extend the date for Closing if necessary to provide such ten (10) day period to Seller. Seller may use a portion of the Purchase Price to effect such cure at Closing. In no event shall Seller be required to cure any lien arising out of Buyer’s Inspection Activities for which Buyer is obligated to indemnify Seller under Section 5.1.3 above or which arises out of Buyer’s actions. 5.2.5. Seller shall provide to the Title Company an owner’s title affidavit and gap indemnity in customary form in New York City and otherwise reasonably satisfactory to the Title Company and Seller, such form to be agreed upon during the Due Diligence Period. Seller’s failure to so remove provide the foregoing to the reasonable satisfaction of the Title Company shall be deemed a material breach failure of this AgreementBuyer’s condition pursuant to Section 6.2 and Buyer shall have all rights and remedies provided for therein.

Title and Survey. (a) The Seller shall Promptly upon execution of this Agreement, Purchaser may order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause from the Title Company a preliminary title commitment with respect to be delivered the Property (the “Title Commitment”). Purchaser shall direct the Title Company to each send a copy of the Buyer and the Title Commitment to Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence Promptly upon execution of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller Agreement, Purchaser may cure any defect by causing the Title Companyarrange, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the “Survey”). Subject Purchaser likewise shall make copies of any such Survey available to those items below expressly required Seller prior to be cured by Closing. Purchaser shall have until the Seller, if end of the Seller is unwilling or unable Inspection Period to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after give written notice thereof from (the “First Title Notice ”) to Seller of such objections as Purchaser may have to any exceptions to title disclosed in the Title Commitment or in any Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Buyer (or within 5 days Closing Date, Purchaser may give written notice of exceptions to title first appearing of record after the Seller’s time for giving notice has expired without effective date of any notice from the Seller), updated title commitment or matters of survey which would not have been disclosed by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed an accurate updated examination of title or preparation of an updated ALTA survey prior to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund date of the Xxxxxxx Money and, upon return of initial Title Commitment or the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the initial Survey. Seller shall have no further rightsthe right, liabilities or obligations hereunder but not the obligation (except as expressly survive to Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the termination Purchaser so objects. Within five (5) Business Days after receipt of this Agreement)Purchaser’s First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. In the event that the Buyer does not make such If Seller fails to give written notice of election within the applicable time framesuch five (5) Business Day period, the Buyer Seller shall be deemed to have elected not to waive attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any such defects pursuant objections, Seller shall be entitled to clause (i) above. Subject to those items below expressly required to be cured by one or more reasonable adjournments of the Seller, all title matters not objected to by the Buyer during the Study Period (or objected Closing of up to but which not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections, Seller declinesshall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to declinehave elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) to accept title to the Property subject to such exceptions as provided above if Purchaser had not objected thereto and without reduction of the Buyer thereafter electing Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the Exxxxxx Money to Purchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages obligated to cure or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that satisfy all Monetary Objections at or prior to Closing Closing, and may use the Seller shall cure by payment, bonding, or escrow deposit acceptable to proceeds of the Title Company (and the Escrow Agent is authorized to pay and discharge Purchase Price at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged for such monetary title defectspurpose. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Seller 5.2.1 Purchaser shall order cause the Title Company to deliver to Purchaser and cause to be delivered to each of the Buyer and the Seller a current commitment for a Leasehold Policy of Title Insurance (“Title Commitment”) with respect to the Hotel, with copies of all documents referred to in the Title Policy from Commitment (the “Title CompanyDocuments”). 5.2.2 At its option, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA Purchaser may obtain a current survey of the PropertyLand and Improvements (“Survey”), which Survey shall be in accordance with the Minimum Standard Detail Requirements and Classifications for ALTA/ACSM Land Title Surveys published in 1999. After receipt If Purchaser elects to obtain a Survey, Purchaser shall provide a copy of the survey and the title commitmentSurvey to Seller promptly upon its completion. 5.2.3 On or before June 7, the Buyer 2002 (“Title Objection Date”), Purchaser shall notify the Seller of any defects items (“Objections”) in title the Title Commitment or survey shown by such commitment and/or ALTA survey Survey to which Purchaser objects. Except to the extent that Purchaser notifies Seller of any Objections in accordance with the Buyer is unwilling to accept. Within 5 days after such notificationforegoing sentence, the Seller shall notify the Buyer whether the and except for any items that Seller is willing otherwise obligated to cure such defects; at or prior to the Seller’s failure to so notify Closing in accordance with this Agreement, any item reflected in the Buyer Title Commitment or the Survey shall be deemed to have been approved by Purchaser and shall be the SellerPermitted Exceptions for all purposes under this Agreement. Seller shall cure those matters described in Section 5.2.4 and, in addition, Seller may, but except as expressly provided herein shall not be obligated to, cure those matters not described in Section 5.2.4 but as to which Purchaser has timely notified Seller of its Objection, to Purchaser’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing and the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If Seller shall give notice to Purchaser on or before two (2) business days following Seller’s receipt of notice of the Objections from Purchaser, stating whether Seller is willing agrees to cure each such defectsObjection prior to the Closing. If Seller fails timely to give such notice, the then Seller shall act promptly, diligently and use commercially reasonable efforts be conclusively deemed to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has have elected not to cure any such defects)Objections other than those matters described in Section 5.2.4. If Seller elects (or is deemed to elect) not to agree to cure any such Objections, then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer Purchaser may either (i) waives waive such defects and Objections, in which event such waived Objections shall proceed to Closing without any abatement in the Purchase Price with respect thereto, become Permitted Exceptions for all purposes under this Agreement or (ii) terminates terminate this Agreement and by written notice to Seller, whereupon the Deposit shall be entitled promptly returned to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate Purchaser and the Buyer and the Seller parties shall have no further rights, rights or liabilities or obligations hereunder (except as under this Agreement other than those that expressly survive the termination of this Agreement. Purchaser shall make the election described in the preceding sentence by written notice to Seller on or before two (2) business days following receipt of Seller’s notice (or Seller’s deemed election, if Seller shall fail to provide such notice). In , and in the event that the Buyer Purchaser does not make such election within the applicable time frameelection, the Buyer Purchaser shall be conclusively deemed to have elected waived all Objections other than those described in Section 5.2.4 and those that Seller has agreed to waive cure in accordance with this Section 5.2.3. Seller shall cure at or before the Closing any such defects pursuant Objection that it has agreed to clause cure in accordance with this Section 5.2.3. 5.2.4 Whether or not Purchaser shall have notified Seller of any Objection thereto, Seller shall cure at or before the Closing (i) above. Subject to those items below expressly required to be cured by any mortgage, deed of trust or similar lien affecting the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, Hotel other than the lien of the Existing Loan Documents, and (ii) any mechanics’ lien (except inchoate liens arising under the Renovation Agreements), judgment lien or other monetary lien affecting the Hotel, which may be removed by the payment of a liquidated sum of money, and Seller may not refuse to cure the same. Seller may use a portion of the Purchase Price to effect such cure at Closing. 5.2.5 On the Closing Date, Seller shall convey to Purchaser good and marketable leasehold title to the Land, and good and marketable title to all other elements of the Hotel, subject only to the Permitted Title Exceptions, . From and after the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove Contract Date and cure any and all such Intervening Liens prior to Closing; provided, howeverSeller shall not record, that or consent to the recording of, any Encumbrance in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately land records affecting title to the Buyer, and, upon return Hotel without the prior written consent of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementPurchaser.

Title and Survey. (a) The Promptly after the date of this Agreement, Purchaser shall: (i) cause, at Purchaser’s expense, the Title Company to issue, and deliver to Seller and Purchaser, a preliminary title report and commitment for an Owner Policy of Title Insurance to be in favor of Purchaser covering the Property in the amount of the Purchase Price (the “Title Commitment”), which Title Commitment shall order be accompanied by true, complete and cause legible copies of all documents referred to in the Title Commitment (“Exception Documents”); and (ii) cause, at Purchaser’s expense, a current, on-the-ground ALTA/ACSM land title survey of the Property to be prepared by a licensed survey engineer (“Surveyor”), based on the Title Commitment and Surveyor’s on-site inspection, which survey shall be certified to Seller, Purchaser, Purchaser’s lender (if any) and the Title Company (the “Survey”). (b) Purchaser shall, within twenty (20) days after receipt of the latest to be delivered to each of the Buyer Title Commitment, Exception Documents and the Survey (the “Inspection Period”), give Seller a commitment for the Title Policy from the Title Company, together with all underlying written notice of any objections to title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the SellerPurchaser’s failure to so notify the Buyer timely give such written notice of objection shall be deemed to be the SellerPurchaser’s refusal to cure all such defects (except for any defects consisting approval of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title CompanyCommitment and the Survey, at the Seller’s sole cost and expense, all matters shown therein and not objected to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller by Purchaser shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured deemed approved by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time Purchaser for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement all purposes hereof and shall be entitled to receive a full and immediate refund included in the definition of “Permitted Exceptions;” provided that in no event shall any matters shown on Schedule B-1 of the Xxxxxxx Money andTitle Commitment constitute Permitted Exceptions hereunder, upon return nor shall any lease of any part of the Xxxxxxx Money, this Agreement shall terminate Property or any mortgage of any portion of the Property constitute Permitted Exceptions hereunder. (c) In the event Purchaser objects to any of the items or matters shown or contemplated in the Title Commitment and the Buyer and Survey on or prior to the last day in the Inspection Period, Seller may undertake, but shall have no further rightsnot be obligated to undertake, liabilities to eliminate or obligations hereunder (except as expressly survive modify all such matters to which Purchaser has objected to the termination reasonable satisfaction of this Agreement)Purchaser. In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liensor fails to eliminate or modify such matters to which Purchaser has objected at least five (5) business days before the Closing Date, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement by written notice to Seller, whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller neither party shall have no any further rights, liabilities rights or obligations hereunder (except as for those obligations that expressly survive the termination of this Agreement. If Purchaser fails to so terminate this Agreement Purchaser shall be deemed to have waived any remaining unsatisfied objections to the Title Commitment or Survey, and any such remaining matters shall thereafter be deemed approved by Purchaser and shall be “Permitted Exceptions” for all purposes hereunder (except as otherwise provided in this Section 7.4); provided. In such event no adjustment shall be made in the Purchase Price, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly unless hereafter otherwise agreed in writing by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementparties hereto.

Title and Survey. (a) The Seller During the Inspection Period, Purchaser shall order obtain, at Purchaser’s cost, a title update and cause survey update. Purchaser shall have the right to examine such documents and title to the Property during the Inspection Period. If title is found to be delivered defective or not acceptable to each Purchaser for any reason or if there are any matters on the survey which render title defective or unacceptable to Purchaser, Purchaser shall, prior to the expiration of the Buyer and the Seller a commitment for the Title Policy from the Title CompanyInspection Period, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of in writing specifying any defects in title defect(s) or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to acceptunacceptable items. Within 5 days after such notification, the Seller shall notify have the Buyer whether right (but not the Seller is willing obligation) within thirty (30) days from receipt of such notice to cure such defects; the Seller’s failure defect(s) if Seller elects to so notify do so, and if after the Buyer shall be deemed to be the Seller’s refusal to cure all such defects thirty (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the 30) day period Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be not have cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defectsdefect(s), then Purchaser shall have the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either option of (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect theretoaccepting title as it then is, or (ii) terminates this Agreement demanding a refund of all monies paid hereunder which shall forthwith be returned to the Purchaser with the interest earned, and thereupon, the Purchaser and Seller shall be entitled released of all further obligations to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, each other under this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (contract except as those which expressly survive the termination of this Agreement)termination. In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all Any title matters set forth in Schedule 5 attached hereto or other matter disclosed by Purchaser’s title update which are not objected to by Purchaser prior to the Buyer during expiration of the Study Inspection Period (or objected are sometimes referred to but which herein as the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately object to any title matters first appearing of record subsequent to the Buyer, and, upon return effective date of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove Purchaser’s title update at any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or time prior to the extent created at the Seller’s express direction by its agents and/or representatives Closing Date (including the Manageras defined below), and but in any event within five (5) days following the failure to so remove shall be a material breach date Purchaser obtains knowledge of this Agreementsuch matter.

Title and Survey. Buyer may, at its option (ai) The Seller shall order and cause obtain preliminary title reports or commitments (collectively, the “Preliminary Reports”) from Escrow Agent (referred to be delivered to each of herein in such capacity as the Buyer and the Seller a commitment for the Title Policy from the “Title Company”), together with legible copies of all underlying title exception documents. The Buyer shallrecorded encumbrances and exceptions to title, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception with respect to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsReal Property, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement conduct UCC searches covering the Sellers and shall be entitled to receive a full the Property (collectively, the “UCC Searches”), and immediate refund (iii) order surveys of the Xxxxxxx Money andReal Property by a licensed surveyor or registered professional engineer (collectively, upon return the “Surveys”). Upon receipt thereof by Buyer, Buyer shall promptly deliver a copy of the Xxxxxxx MoneyPreliminary Reports, this Agreement shall terminate the UCC Searches and the Surveys to the Sellers. If Buyer and elects not to obtain, conduct or order any Preliminary Report, UCC Search, or Survey or if Buyer fails to deliver any Preliminary Report, UCC Search, or Survey to the Seller shall have no further rightsSellers by 5:00 p.m. (California time) on the date (the “Title Deadline”) which is ten (10) days prior to the expiration of the Due Diligence Period (as hereinafter defined), liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any accepted all matters and conditions of record as of the Title Deadline and/or that would have been set forth in such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Sellerundelivered Preliminary Report, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declinesUCC Search, or is deemed to declineSurvey as matters or conditions encumbering or affecting the applicable Seller or portion of the Property as if such undelivered Preliminary Report, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bondingUCC Search, or escrow deposit acceptable to the Title Company (Survey been ordered by Buyer and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) Sellers by the Title Deadline (each, an the “Intervening LienDeemed Accepted Matters”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the no right to terminate this Agreement whereupon object to any Deemed Accepted Matter as unacceptable matters or conditions encumbering or affecting such Seller or portion of the Xxxxxxx Money Property, condition the Closing on the removal or cure of any Deemed Accepted Matters, or receive a reduction of the Purchase Price on account of any Deemed Accepted Matter. Notwithstanding anything herein to the contrary, the costs of the Preliminary Reports and UCC Searches shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the allocated between Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSellers in accordance with Section 5.8.1 below.

Title and Survey. 2.01. Purchaser shall obtain (a) The a commitment for title insurance on the Xxxxx Acquisition Land and Improvements thereon (the “Title Commitment”) issued by a title insurance company acceptable to Purchaser (the “Title Company”), together with copies of all items shown as exceptions on the Title Commitment, and (b) a survey of the Xxxxx Acquisition Land (the “Survey”), which shall be prepared by a surveyor selected by Purchaser. Purchaser shall have the right, but not the obligation, to obtain a (i) a commitment for title insurance on the GDOT Land and Improvements thereon issued by a Title Company, and (b) a survey of the GDOT Land and Improvements (the “GDOT Survey”), which shall be prepared by a surveyor selected by Purchaser. 2.02. Purchaser shall have until the expiration of the Inspection Period to provide written notice to Seller of any matters shown by the Title Commitment or Survey which are not satisfactory to Purchaser (the “Title Notice”). Within ten (10) days following Seller’s receipt of Purchaser’s Title Notice, Seller shall order provide Purchaser with written notice (the “Seller’s Reply Notice”) of those title and Survey matters set forth in the Title Notice which Seller agrees to cure or to cause to be delivered cured at or prior to each of the Buyer Closing (and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing then be obligated for such cure on or prior to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this AgreementClosing). In the event that the Buyer does not make Seller fails to provide a Seller’s Reply Notice within such election within the applicable time frameten (10)-day period, the Buyer Seller shall be deemed to have elected agreed not to waive cure any of such defects pursuant to clause (i) abovetitle or Survey matters set forth in the Title Notice. Subject Purchaser’s sole right with respect to those items below expressly required matters which Seller does not agree to be cured by the cure in Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines’s Reply Notice, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer which Seller shall be deemed to have notified the Seller that the Buyer is unwilling agreed not to accept cure, shall be (a) to elect on or before Closing to waive such defects and the Seller covenants and agrees that at objections or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The to terminate this Agreement by written notice to Seller, and receive a full refund of the Xxxxxxx Money, whereby Purchaser shall have no further obligations or liabilities relating to the Property subject to such termination, except as expressly set forth herein. Notwithstanding anything to the contrary stated in the immediately preceding sentence or this Section 2.02, Seller shall promptly bring be obligated to cure on or before Closing all title and Survey matters of a monetary nature affecting the BuyerProperty, including, without limitation, all security deeds, mortgages, financing statements, and similar financial instruments, all mechanic’s attention and materialman’s liens, judgments, FiFas, tax liens, water or sewer charges, and all broker’s and surveyor’s liens, and other liens for the payment of services or commissions, regardless of whether Purchaser lists the same in Purchaser’s Title Notice (collectively, the “Monetary Liens”). 2.03. After the Effective Date, Seller shall not cause or permit any defect in title which new encumbrances to appear of record affecting the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) Property (each, an “Intervening LienAfter-Occurring Encumbrances”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer Purchaser shall have the right to terminate this Agreement whereupon the Xxxxxxx Money amend its Title Notice at any time to reflect After-Occurring Encumbrances. Seller shall be returned immediately obligated to the Buyercure, andat or prior to Closing, upon return of the Xxxxxxx Moneyany After-Occurring Encumbrance that is caused or permitted by Seller, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, furtherotherwise, the Seller provisions of Section 2.02 shall have the unconditional commitment apply to remove any Intervening Lien, other than the Permitted amendment by Purchaser of its Title Exceptions, created directly by the affirmative actions of the Seller, or Notice to the extent created at the reflect After-Occurring Encumbrances as well as to Seller’s express direction by its agents and/or representatives (including the Manager), and the failure obligation to so remove shall be provide a material breach of this AgreementSeller’s Reply Notice with respect to such amendment.

Title and Survey. Within five (a5) The business days of the Effective Date, Seller shall order and cause deliver to be delivered Buyer or Buyer shall have received (1) a preliminary title report with respect to each the Property (the "TITLE REPORT") from Title Company; (2) copies of all of the Buyer documents listed as exceptions thereon, as well as evidence of Seller's vesting and any applicable tract maps(s) (the Seller "UNDERLYING TITLE DOCUMENTS"); and (3) a commitment for copy of all existing surveys covering the Title Policy from the Title Company, together with all underlying title exception documentsLand and Improvements. The Buyer shall, at its expense, order and cause to be delivered to each Within three (3) business days of the Buyer and the Seller, an ALTA survey of the Property. After Buyer's receipt of the Title Report, the Underlying Title Documents and all existing surveys covering the Land and Improvements, Buyer shall order an update to the existing survey covering the Land and the title commitmentImprovements (such update being the "Survey") (the Title Report, the Underlying Title Documents, and the Survey are collectively referred to herein as the "TITLE DOCUMENTS"). Unless Buyer gives written notice ("TITLE DISAPPROVAL NOTICE") to Seller that it disapproves any of the exceptions shown on the Title Report or the matters disclosed by the Survey, stating the exceptions so disapproved, on or before ten (10) business days after Buyer shall notify have received all of the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling Title Documents, then, subject to accept. Within 5 days after such notificationSection 4B below, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to have approved the Title Documents. If Buyer has provided a Title Disapproval Notice to Seller, then Seller may provide notice (a "RESPONSE NOTICE") to Buyer, not later than five (5) business days from the receipt of the Title Disapproval Notice, indicating whether or not, on or before the Closing Date, Seller will (i) remove any such disapproved exceptions in a manner satisfactory to Buyer in its sole discretion (other than any title defects created by Seller after the effective date of the Title Report and instruments which secure monetary obligations, including, without limitation, all mortgages, judgment liens, and mechanics and materialmen's liens, and the standard printed exceptions customarily found in an ALTA owners' policy form 10-17-70 and any excise taxes and assessments which will be past due as of the Seller’s refusal Closing Date, all of which Seller shall be obligated to cure all remove (the "SELLER TITLE DEFECTS"), and (ii) correct any disapproved Survey matter. Further, Seller agrees that Seller has not since the effective date of the Title Report and will not (unless this Agreement is terminated) enter into any new title documents of record (or amend any existing agreements as affecting title to the Property other than to cause the Seller Title Defects to be removed as exceptions to title) after the expiration of the Due Diligence Period without first obtaining the consent of Buyer (the foregoing being an "INTENTIONAL TITLE ITEM"). If Seller has provided a Response Notice to Buyer on or before five (5) business days from the receipt of the Title Disapproval Notice, stating that Seller will not remove any such defects disapproved exceptions or will not correct any disapproved Survey matter or if Seller has not provided a Response Notice to Buyer on or before five (except for any defects consisting 5) business days from the receipt of those the Title Disapproval Notice (which shall be deemed an election by Seller to not remove or correct such items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defectsDisapproval Notice), then Buyer will have the Buyer shall electright, within 5 days after written notice thereof from the Seller which it may elect to the Buyer exercise not later than five (or within 5 5) business days after the Seller’s time for giving notice has expired without date of receipt or deemed receipt of the Response Notice, either to waive Buyer's objection to such disapproved exceptions or Survey matter or to terminate this Agreement, and Buyer's failure to so elect shall be deemed an election by Buyer to terminate this Agreement. In the event of any notice from the Sellersuch termination (or deemed termination), by giving the Seller written notice that Title Company shall promptly deliver the Buyer either (i) waives such defects and shall proceed Deposit to Closing without any abatement in the Purchase Price with respect theretoBuyer, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller parties shall have no further rights, obligations or liabilities or obligations hereunder (except as for those matters that expressly survive the termination of this Agreement). In All exceptions in the Title Report and matters on the Survey that are approved or deemed approved by Buyer pursuant to this Section 4A are hereinafter collectively referred to as "PERMITTED EXCEPTIONS"; provided that in no event that the Buyer does not make such election within the applicable time frameshall any Seller Title Defects or Intentional Title Items be considered Permitted Exceptions, the Buyer and Seller shall be deemed obligated to have elected to waive any such defects pursuant to clause (i) aboveremove the same. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects and in connection the issuance of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens the "Title Policy" (other than liens for taxes not yet due and payableas defined herein), the Buyer Seller shall be deemed obligated to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable deliver to the Title Company (a) an owner's affidavit on the Title Company's standard form, and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring an indemnity or other assurance satisfactory to the Title Company and Buyer (in Buyer’s attention any defect in title which 's sole and absolute discretion) to enable the Title Company to issue the Title Policy without an exception relating to taxes and assessments attributable to the period prior to the Closing Date, the "Seller Tax Audit" (as defined herein) or pursuant to the terms of the Seller becomes aware of and which were created by, under Tax Audit or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementmatter covered thereby.

Title and Survey. Review title to the Property and notify Seller of any objections (the “Title Objections”) with respect to the Title Report and Existing Survey not later than fifteen (15) days after the Effective Date based on its review thereof. In addition, notwithstanding any statements to the contrary, Purchaser shall have three (3) business days after receipt of any update or supplement to the Title Report and/or Existing Survey (each, a “Title Update”) to notify Seller of any objections (also, “Title Objections”) to any matters reflected on a Title Update first raised or materially and adversely altered in such Title Update. If Purchaser does not timely give the applicable notice, such failure shall be conclusively deemed to be full and complete approval of the Title Report, Existing Survey or the Title Update, as applicable, and any matter disclosed therein. If Purchaser gives notice of the unacceptability of any title matter, Seller shall have four (4) business days after receipt thereof to notify Purchaser that Seller (a) The Seller shall order and will cause or (b) elects not to cause any or all Title Objections disclosed therein to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from removed or insured over by the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s 's failure to so notify the Buyer Purchaser within such four (4) business day period as to any Title Objection shall be deemed an election by Seller not to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing remove or have the Title Company, at the Seller’s sole cost and expense, Company insure over such Title Objection. If Seller notifies or is deemed to omit such defect as an exception to have notified Purchaser that Seller shall not remove nor have the Title Policy Company insure over any or to “insure over” such defect to all of the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defectsTitle Objections, the Seller Purchaser shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing have until three (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 3) business days after the Seller’s time for giving notice has expired without any notice from actual or deemed election (as the Seller), by giving case may be) not to remove or have the Seller written notice that the Buyer either Title Company insure over such Title Objection to (i) waives terminate this Agreement or (ii) waive such defects Title Objections and shall proceed to Closing closing without any abatement or reduction in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund on account of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement)such Title Objections. In the event that the Buyer If Purchaser does not make timely give such election within the applicable time framenotice, the Buyer Purchaser shall be deemed to have elected to waive object to such Title Objections. The Closing shall be automatically extended as necessary to allow for the expiration of the foregoing time periods plus one (1) business day. If Seller elects to attempt to cure any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not disclosed in a Title Update and timely objected to by the Buyer during the Study Period (or objected to but which the Seller declinesPurchaser, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment right, at its election, to remove any Intervening Lienextend the date for Closing by a reasonable additional time to effect such a cure, other but in no event shall the Closing be extended for more than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives thirty (including the Manager), and the failure to so remove shall be a material breach of this Agreement30) days.

Title and Survey. Within three (a3) The business days of the execution by Purchaser and Seller of this Agreement, Seller shall order and from, and, upon completion, cause the Title Company to be delivered deliver to Purchaser a commitment for title insurance (the "TITLE COMMITMENT") for the Property together with copies (to the extent recorded) of each of the Buyer underlying documents listed as an exception on the Title Commitment, as well as copies of any surveys or easement plats that Seller or Title Company may have in their possession with respect to the Real Property (together with an update of same to paid for by Seller, the "SURVEY"). Within seven (7) days after receipt by Purchaser of the Title Commitment, the Survey and all underlying documents of record, Purchaser will notify Seller and the Seller a commitment for Title Company of any restrictions, reservations, limitations, easements, conditions, defects or encumbrances disclosed in the Title Policy from Commitment that are objectionable to Purchaser (together herein called "TITLE DEFECTS" ). All exceptions shown on the Title Company, together with all underlying title exception documents. The Buyer shall, at Commitment not objected to by Purchaser in its expense, order and cause notice to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed acceptable to be the Purchaser. Seller shall have a period of seven (7) days following Seller’s refusal 's receipt of Purchaser's objection to any Title Defects in which to notify Purchaser which of such Title Defects Seller will cure or have removed. If Seller will not cure or remove all such defects Title Defects, Purchaser shall elect either to (except for any defects consisting of i) waive its objection to those items Title Defects that Seller will not cure or remove, in the last sentence of which case this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title CompanyAgreement will continue, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and have until expiration of the Inspection Period to use its commercially reasonable efforts to cure such defects at or remove those Title Defects identified in its expense. Subject notice to those items below expressly required to be cured by the Seller, if the Purchaser as Title Defects that Seller is unwilling will cure or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, remove; or (ii) terminates terminate this Agreement Agreement, in which case, the Escrow Company shall thereupon return to Purchaser the funds and documents previously paid or deposited by it, including, but not limited to, the Deposit, and the parties shall be entitled fully released and discharged from any obligation hereunder. Purchaser shall notify Seller of its election in writing within three (3) days after receipt of Seller's notice, and Purchaser's failure to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement provide such timely notice in response to Seller's notice shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such constitute Purchaser's election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant its objection to clause the Title Defects that Seller will not cure or remove and proceed as provided in (i) above. Subject Notwithstanding anything to those items below expressly required the contrary contained in this Section 4.06, prior to be cured by the SellerClosing Date, Seller shall remove and discharge from record any and all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than mortgages, mechanic's liens for work performed on or material delivered to the Property, delinquent taxes not yet due and payable)delinquent assessments (collectively, the Buyer shall be deemed "MONETARY EXCEPTIONS") encumbering title to have notified the Real Property regardless of whether Purchaser has objected thereto or not. Seller that the Buyer is unwilling to accept such defects and the Seller covenants acknowledges and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that Seller fails or refuses to remove and discharge any Monetary Exception from title on or prior to the Closing Date, Purchaser may instruct the Escrow Company to use and apply Purchase Price at the Closing Date to remove such Monetary Exceptions. Notwithstanding anything to the contrary contained herein, if any new lien, covenant, condition, restriction, reservation, easement, right of way or other encumbrance affecting the Real Property (each, a "NEW EXCEPTION") becomes of record after the date of the Title Commitment (other than an exception caused by Purchaser or consented to in writing by Purchaser), then (i) if the New Exception was caused or consented to by Seller or any of its affiliates, then Seller shall cause such New Exception to be removed prior to the Closing Date; or (ii) if the New Exception was not caused or consented to by Seller or any of its affiliates, then Seller may, but shall not be obligated to, remove such new title exception within five (5) days after receipt of notice of such New Exception. If Seller elects or is obligated to remove a New Exception, then, if necessary, the Seller may extend the Closing Date by up to five (5) Business Days to permit or arrange for any such removal. In the event that, pursuant to clause (ii) in the previous paragraph, Seller elects not to remove and cure any Intervening Lienssuch New Exception within such period, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer then Purchaser shall have the right right, by written notice to Seller and the Escrow Company given within five (5) Business Days after receipt of written notice from Seller that Seller has elected not to remove such New Exception, to (A) accept such New Exception or (B) terminate this Agreement whereupon the Xxxxxxx Money Agreement, in which case Purchaser shall be returned immediately to refunded the Buyer, and, upon return of the Xxxxxxx MoneyDeposit, this Agreement shall terminate become null and void and of no further force or effect and the Buyer and the Seller parties shall thereafter have no further rights, liabilities rights or obligations hereunder (except as expressly survive the termination of this Agreement); providedhereunder. If such New Exception was caused by or consented to in writing by Purchaser, further, the Seller then Purchaser shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or take title to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure Property subject to so remove shall be a material breach of this Agreementsuch New Exception.

Title and Survey. (aA) The Seller Within five (5) days of the Effective Date, Sellers’ Agent shall order and cause to be delivered provide Buyers’ Agent with a copy of each of the owner’s title insurance policy (the “Title Policies”) currently in effect with respect to each of the Buyer Partnerships, which reflect the Partnership, as the insured, and the Seller Land component of each of the Properties, as the insured parcel. Buyers shall obtain, at Buyers’ cost, an updated title commitment (the “Title Report”) and any update to the existing survey (the “Survey”) that Buyers desire. Buyers’ Agent shall promptly (i) examine the Title Report, and (ii) the Survey and notify Sellers’ Agent in writing of its approval of or its objections to any exceptions in the Title Report or matters reflected in the Survey which are not Permitted Exceptions (as hereinafter defined). Exceptions which are (a) approved by Buyers’ Agent, or (b) to which Buyers’ Agent does not object in its notice, or (c) related to the Tax Credits and the Tax Credits Documents or (d) which do not materially interfere with the use of the Properties for affordable multi-family housing shall be “Permitted Exceptions.” Any other exceptions to title or Survey matters to which Buyers’ Agent objects shall be “Disapproved Exceptions.” If Buyers’ Agent fails to so notify Sellers’ Agent of Buyers’ Agent’s objection to or approval of any exceptions to title set forth in the Title Report or matters shown on the Survey prior to the expiration of the Feasibility Period, then Buyers shall be deemed to have approved the Title Report or the Survey, as the case may be, and shall only have title or Survey rights with respect to New Exceptions (as defined below). (B) If Buyers’ Agent delivers its notice of Disapproved Exceptions in accordance with the foregoing Subsection (A), then Sellers’ Agent shall notify Buyers’ Agent in writing within three (3) Business Days whether Sellers elect to remove the same from the title to the Properties. Sellers shall have no obligation to remove any Disapproved Exception, except as provided below with respect to Monetary Liens (as hereinafter defined). Unless Sellers agree to remove all Disapproved Exceptions, Buyers’ Agent shall elect, in a commitment written notice delivered to Sellers’ Agent, within three (3) Business Days of its receipt of Sellers’ notice, either (i) to waive its objection to all Disapproved Exceptions (except any Disapproved Exception that Sellers have agreed to remove), in which case those Disapproved Exceptions covered by the waiver shall become Permitted Exceptions, (ii) terminate Buyers’ obligation to complete the Transaction as to the Partnership owning the Property which Buyers’ Agent delivered the notice of Disapproved Exceptions or (iii) terminate Buyers’ obligation to complete the Transaction and recover the Deposit. If Buyers’ Agent fails to deliver such notice, Buyers will be deemed to have waived their objection to such Disapproved Exceptions, and shall only have title of Survey rights with respect to New Exceptions (as defined below). If Sellers agree to remove any Disapproved Exception and then are unable or fail to remove such Disapproved Exceptions prior to the Closing Date, the provisions of Subsection 5(D) below shall apply. Notwithstanding the foregoing, Sellers shall cause all monetary liens and encumbrances, including any mortgages, and real estate taxes and assessments due (“Monetary Liens”) on all or any part of the Properties to be (i) in the case of a voluntary Monetary Lien, satisfied and, as applicable, discharged of record upon the Closing Date or pursuant to prior written arrangements with the holder of any such voluntary Monetary Lien for the discharge to occur following the Close Date in accordance with local real estate practice; and (ii) in the case of an involuntary Monetary Lien, at Sellers’ Agent’s election, either (a) satisfied as aforesaid or (b) bonded over to permit the Title Policy from to be issued without exception therefor. (C) If any exception to title to the Properties not shown on the Title CompanyReport (or any matter not Survey) originated subsequent to the date of the Title Report or the Survey, together with all underlying title exception documentsrespectively, and is discovered prior to the Closing Date, and is not a Permitted Exception (“New Exceptions”), then Sellers’ Agent shall immediately give written notice to Buyers’ Agent and Escrow Agent of each such New Exception. The Buyer Buyers’ Agent shall, at its expensewithin two (2) Business Days of receiving such notice, order provide written notice to Sellers’ Agent and cause to be delivered to each of the Buyer and the Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller Escrow Agent of any defects in title or survey shown by New Exceptions which Buyers’ Agent (i) approves, and such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer approved New Exceptions shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title CompanyPermitted Exceptions, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or and/or (ii) terminates this Agreement disapproves, and such disapproved New Exceptions shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement). In the event that the Buyer does not make such election within the applicable time frame, the Buyer shall thereupon be deemed to have elected to waive any such defects be Disapproved Exceptions. Any New Exception which becomes a Disapproved Exception pursuant to clause (ithis Section 6 shall be handled in accordance with the notice provisions and within the number of days in the time frames established in Section 6(B) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in if the event that Closing Date is within five (5) days after the Seller elects date a New Exception becomes a Disapproved Exception pursuant to this Subsection, then the Closing shall be adjourned for a period not to exceed fifteen (15) days for the purposes of handling such Disapproved Exceptions in accordance with Section 6(B). (D) If, on or prior to the Closing Date, Sellers fail or are unable to cure or remove and cure any Intervening Liensthe Disapproved Exceptions that pursuant to the terms of this Agreement that Sellers are obligated to remove from the title to the Properties, other than the Permitted Title Exceptionsthen, and such exist at Closing, the Buyer Sellers shall have the right to terminate no liability under this Agreement whereupon therefor, but Buyers’ Agent may promptly notify Sellers’ Agent that Buyers have elected to (i) deem all such Disapproved Exceptions to be Permitted Exceptions and proceed with the Xxxxxxx Money Closing Date with no adjustment to the Purchase Price, (ii) or not proceed with the Closing Date on account of such Disapproved Exceptions in which case the Deposit shall be returned immediately to the Buyer, and, upon return Buyers or (iii) not proceed with the Closing Date on account of such Disapproved Exceptions with respect to Partnership owning the Xxxxxxx Money, this Agreement shall terminate and affected Property in which case the Buyer and Deposit will be applied to Purchase Price for the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive Partnership Interests in the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementremaining Partnerships.

Title and Survey. 6.1 Good and marketable title to the Real Property shall be conveyed by Special Warranty Deed subject only to the permitted exceptions attached hereto as Exhibit "C" (the "Permitted Exceptions"), provided no outstanding mineral, oil, gas or other subsurface right or reservation including a right of entry or right to explore or mine shall constitute a Permitted Exception. 6.2 On or before the Effective Date Seller agrees to provide to Purchaser Seller's prior owner's title or title policy. Purchaser shall obtain a title commitment for the real property within twenty (20) days after the Effective Date from a title company chosen by Purchaser. Purchaser shall have thirty (30) days from the Effective Date to notify Seller of such objections ("Title Objections") as Purchaser may have to anything contained in the title commitment or the survey hereinafter referenced, other than Permitted Exceptions. If Purchaser shall notify Seller of Title Objections, Seller shall use reasonable diligence to attempt to cure such objections, and shall have sixty (60) days from Purchaser's notification to do so. If Seller shall be unable to effect cure to any Title Objections prior to the Closing date, Purchaser shall have the following options: (a) The Seller shall order and cause to be delivered to each accept conveyance of the Buyer Property subject to the Permitted Exceptions, specifically including any matter objected to by Purchaser which remains uncured, and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each without reduction of the Buyer and the purchase price; or (b) to terminate this Agreement by sending written notice to Seller, an ALTA survey and upon delivery of the Property. After receipt such notice of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, termination this Agreement shall terminate and the Buyer all monies deposited hereunder, and the Seller interest accrued thereon, shall be paid to Purchaser, and thereafter neither party shall have no any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or obligations hereunder (except as liability stated in this Agreement expressly survive the survives termination of this Agreement). In If any title defect constitutes a lien, judgment or other monetary obligation that remains uncured by Seller at Closing, Purchaser may clear these title defects from the event that closing proceeds with an appropriate reduction in the Buyer does Purchase Price. Defects arising after the date of the Effective Date shall not make such election within the applicable time frame, the Buyer shall be deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured waived by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceedsPurchaser, if not so cured) caused by Purchaser, and cause to such defects shall be cancelled and discharged such monetary title defectscleared by Seller. (b) The 6.3 On or before the Effective Date Seller shall promptly bring to provide the Buyer’s attention any defect Purchaser with the existing survey of the Property in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”)Seller's possession. To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller Purchaser may, at its sole option, undertake, at its Purchaser's expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in update Seller's existing survey or prepare its own survey (the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement"Survey"); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreement.

Title and Survey. (a) The Seller shall order convey good, recordable and cause marketable title to be delivered to each of the Buyer and the Seller a commitment Property insurable at standard rates for the Title Policy from the Title Company, together with all underlying title exception documentsstandard coverage. The Buyer shall, Purchaser shall obtain at its expense, order and cause deliver to be delivered Seller prior to each the expiration of the Buyer and Due Diligence Period, a commitment for an ALTA owner’s title insurance policy (“Title Commitment”) issued by the Title Company along with Purchaser’s written objections (“Purchaser’s Title Objection Letter”), which may be electronic, to survey matters and/or matters shown in the Title Commitment. If Purchaser does not timely provide Purchaser’s Title Objection Letter to Seller, an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer Purchaser shall be deemed to be the Seller’s refusal have waived all objections to cure all such any title exceptions and survey defects (except for any defects consisting of those items set forth in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller)Title Commitment. The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a full and immediate refund of the Xxxxxxx Money and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rightsobligation to take any action with respect to Purchaser’s objections to any survey or the Title Commitment (if any), liabilities other than to remove of record at or obligations hereunder prior to Closing any items which may be removed by payment of funds at the Closing, such as deeds of trust, mortgages, unpaid taxes and other monetary liens granted by Seller or recorded in the chain of title against the Property as well and all mechanic’s and materialmen’s liens filed in connection with work performed by or on behalf of Seller, (except as expressly survive collectively, “Monetary Liens”). Within five (5) Business Days after Seller’s receipt of Purchaser’s Title Objection Letter, Seller shall respond to Purchaser in writing, which may be electronic (“Seller’s Title Response”), setting forth which items Seller may elect to remove or release prior to the termination of this Agreement)Closing Date. In the event that a title defect that Seller has elected to cure cannot reasonably be removed or released prior to the Buyer does not make Closing Date, Seller may extend the Closing Date as reasonably necessary to provide sufficient time to effectuate such cure. The failure by Seller to deliver any written notification of its election within the applicable time framespecified period shall be deemed as Seller’s election not to cause any such objections to be released or removed. Within five (5) Business Days after Purchaser’s receipt of Seller’s Title Response, Purchaser shall respond to Seller in writing, which may be electronic, of its election to waive any remaining title objections or its election to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement, the Buyer Deposit shall be refunded to Purchaser and this Agreement shall be null and void and neither Seller nor Purchaser shall have any further obligations hereunder except as may specifically survive such termination as set forth herein. If Purchaser does not timely respond to Seller’s Title Response, Purchaser shall be deemed to have waived any remaining exceptions and elected to proceed to Closing. As used in this Agreement, the term “Permitted Exceptions” shall mean (i) all exceptions to title set forth in the Title Commitment existing as of the last day of the Due Diligence Period which are not set forth in Purchaser’s Title Objection Letter, and (ii) any objections set forth in Purchaser’s Title Objection Letter which Purchaser elects or is deemed to have elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to Closing; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination provisions of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this AgreementSection 3.5.

Title and Survey. Prior to the Effective Date, Purchaser has obtained that certain Proforma Owner’s Policy of Title Insurance, a copy of which is attached hereto as Schedule 2.4.2 (a) The the “Title Documentation”). Purchaser acknowledges and agrees that, by its execution of this Agreement, any matters appearing, contained within or disclosed by the Title Documentation shall be Permitted Encumbrances. After the Effective Date and for so long as this Agreement remains in effect, Seller shall order and cause not create or permit an Encumbrance, other than Permitted Encumbrances, to be delivered Seller’s title to each all or any part of the Buyer Real Property and the Improvements that would extend beyond Closing (a “Prohibited Encumbrance”) except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld or conditioned to the extent such Encumbrance is required in connection with the development or construction of the Hotel). To the extent any Encumbrance is necessary or desirable, Seller shall submit a commitment written request to Purchaser for the Title Policy from the Title Company, Purchaser’s approval (which shall not be unreasonably withheld or conditioned) together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each a reasonably detailed explanation of the Buyer reason that such Encumbrance is necessary or desirable. Purchaser shall have a period of ten (10) Business Days after receipt of any such written request and reasonably detailed explanation to notify Seller in writing that Purchaser approves or disapproves of such request, specifying in reasonable detail its reasons for any such disapproval (which may be a request for additional information). If Purchaser does not disapprove of a request (or request additional information) within the Sellerten (10) Business Day period, an ALTA survey Seller shall submit a second request for approval which request shall contain a legend in all capital 14 point letters that reads: “THIS IS A REQUEST FOR APPROVAL OF THE ENCUMBRANCE DESCRIBED HEREIN; FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS SHALL BE DEEMED APPROVAL OF THE ENCUMBRANCE CONTAINED HEREIN.” If Seller delivers such second notice and Purchaser does not disapprove (or request additional information) of the Property. After such request within five (5) Business Days after receipt of the survey request and the title commitmentall additional information reasonably requested by Purchaser, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer request shall be deemed to approved by Purchaser. All Encumbrances approved or deemed by Purchaser shall be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller)Permitted Encumbrances. The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, to omit such defect as an exception to the Title Policy or to “insure over” such defect to the Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has elected not to cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either Purchaser (i) waives such defects acknowledges that Seller intends to execute and shall proceed to Closing without any abatement record in the Purchase Price official land records of New York City, New York an amendment to the ZELDA in the form attached hereto as Exhibit E with respect theretosuch modifications as may be required by the lender of 1 Madison Office Fee LLC and reasonably acceptable to Seller and Purchaser (as so modified, or the “ZELDA Amendment”) and (ii) terminates this Agreement and agrees that the ZELDA Amendment shall be entitled a Permitted Encumbrance. Any amendments, modifications or supplements (including any consents or waivers thereunder) to receive a full and immediate refund the ZELDA Amendment shall be subject to Purchaser’s prior written consent, which shall not be unreasonably withheld, delayed or conditioned to the extent required in connection with the development or construction of the Xxxxxxx Money andHotel. If Seller creates a Prohibited Encumbrance in violation of this Section, upon return then Seller shall promptly provide Purchaser with written notice of the Xxxxxxx Money, this Agreement shall terminate Prohibited Encumbrance and the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination if Purchaser becomes aware of a Prohibited Encumbrance in violation of this AgreementSection, then Purchaser shall promptly provide Seller with written notice of the Prohibited Encumbrance (any such notice by Seller or Purchaser, a “Prohibited Encumbrance Notice”). In the event that Seller or Purchaser delivers a Prohibited Encumbrance Notice, subject to the Buyer does terms of Section 10.1 hereof, Purchaser shall have the right to either (a) waive such Prohibited Encumbrance without reduction of the Purchase Price, in which case the Prohibited Encumbrance shall become a Permitted Encumbrance and Purchaser may not make such election within thereafter refuse to consummate the applicable time frame, the Buyer shall be deemed to have elected to waive transactions as contemplated hereby or claim any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the failure of Seller, all title matters not objected to by the Buyer during the Study Period (or objected to but which the Seller declines, or is deemed to decline, ’s obligations hereunder because of any failure to cure as provided above without the Buyer thereafter electing to terminate this Agreement) shall be deemed “Permitted Title Exceptions.” Notwithstanding the foregoing, if any such defects of title consist of mortgages Prohibited Encumbrance; or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Buyer shall be deemed to have notified the Seller that the Buyer is unwilling to accept such defects and the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The terminate this Agreement by written notification delivered to Seller shall promptly bring to within two (2) Business Days after the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all such Intervening Liens prior to ClosingProhibited Encumbrance Notice; provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exist at Closing, the Buyer shall have the right to terminate this Agreement whereupon the Xxxxxxx Money shall be returned immediately to the Buyer, and, upon return of the Xxxxxxx Money, this Agreement shall terminate and the Buyer and the Seller shall have no further rightsa period of fifteen (15) days from the date of its receipt of such written termination notice during which to cure the Prohibited Encumbrance (and the Closing Date shall be automatically extended by such curative period) and if such cure is achieved within such fifteen (15) day period, liabilities or obligations hereunder (except as expressly survive then the termination of this Agreement)notice shall be automatically rendered null and void; provided, further, the that Seller shall have the unconditional commitment be required to remove cure, of record, any Intervening Lien, and all mortgages and other than the Permitted Title Exceptions, created directly Liens which can be cured by the affirmative actions payment of the Sellermoney, whether or not Purchaser objects thereto and whether or not Seller expressly agrees in writing to the extent created at the Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to so remove shall be a material breach of this Agreementcure.