Common use of Title Approval Clause in Contracts

Title Approval. Purchaser shall have a period of three (3) business days from the Effective Date (the “Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); provided, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) to cancel and terminate this Agreement by written notice to Seller and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall have any further obligations to the other party hereunder and the parties shall be released from further liability (other than with respect to any obligations of either party which expressly survive the termination of this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).

Title Approval. Purchaser Seller shall have a period of three deliver to Buyer within ten (310) business days from the Effective Date a Commitment for Title Insurance (the “Commitment”) issued by the Title Review Company and (or as legible as are reasonably available) legible copies of all recorded instruments affecting the Land and recited as exceptions in the Commitment. If Buyer has an objection to items disclosed in the Commitment or the Survey (defined below), Buyer shall have five (5) business days (the “Objection Period”) in which to review after receipt of the Commitment, the Title Documents, the Pro Forma Commitment and the Survey (collectivelySurvey, the “Title and Survey Documents”) and deliver whichever later received, to make written objections to Seller. If Buyer makes such objections, at Purchaser’s electionSeller may (but shall not be obligated to), within five (5) days after the date of receipt of such objections, cure the same (Seller shall have no obligation to expend any money or institute any litigation in writing, pursuing any such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”)efforts; provided, howeverthat, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company be obligated, at Closing, to remove cure the effects of any mortgage, mortgages or deed of trust liens against the Property voluntarily granted by Seller, and all mechanic’s and materialman’s liens arising out of construction of the Base Building Improvements [as defined in the McKesson Lease]). If the objections are not cured or financing statement relating thereto that encumbers satisfied within such time period, Buyer shall, as its sole and exclusive remedy, elect in a writing, delivered to Seller and the Project or any matter arising Title Company within five (5) days after the Effective Date from the acts earlier of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) to accept the date five (5) days after Seller’s receipt of Buyer’s title to the Project subject to the Objectionable Exceptionsobjections, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) the date Seller notifies Buyer of its failure or inability to cancel and cure or election not to cure such title objections, to either (a) terminate this Agreement by written notice to Seller Contract and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon shall immediately be refunded to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) Buyer, and neither party shall have any further rights or obligations pursuant to this Contract (except as expressly otherwise provided for herein), or (b) waive the unsatisfied objections and close the transaction with no reduction in the Sales Price. If Buyer does not deliver such written election with such time period, then Buyer shall be deemed to have waived the unsatisfied objections and elected to close the transaction without a reduction in the Sales Price. If Buyer fails to timely notify Seller in writing of any such objections during the Objection Period, it shall be deemed that Buyer has approved and found the Commitment, the Survey and all matters reflected on or in any of them to be acceptable and permitted hereunder and Buyer has agreed to take title to the other party hereunder Property subject to such matters, and Buyer may not thereafter refuse to consummate the parties shall be released from further liability (other than with respect to sale contemplated by this Contract or claim any obligations of either party which expressly survive the termination of this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration failure of Seller’s cure period, and obligations under this Contract solely because of any such matters. Any items to be refunded which Buyer does not object in writing within the Xxxxxxx Money and interest accrued thereon, as provided herein, Objection Period or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, which it does object but subsequently waives (or any update thereto, and conditions shown on the Survey is deemed to which Purchaser has not objected have waived) shall be deemed to be “Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed ” (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(iiherein so called).

Title Approval. Purchaser shall have a period of three thirty (330) business days from following receipt of the Effective Date (current Survey required under Paragraph 8 below, the “Title Review Period”) in which Commitment and legible copies of the documents referred to therein as conditions or exceptions to title to the Property to review the Commitment, the Title Documents, the Pro Forma such items and the Survey (collectively, the “Title and Survey Documents”) and to deliver to Seller, at Purchaser’s election, in writing, such Seller a notice of the objections as that Purchaser may have to any matters anything contained in or set forth in or disclosed by the Title and Survey Documents or the Commitment (“Purchaser’s Objection Notice”; "Unpermitted Exceptions"). Any exception to which Purchaser does not object shall be considered a "Permitted Exception." If Purchaser delivers notice of any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); providedUnpermitted Exceptions to Seller, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising may within fifteen (15) days after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any effective date of the tenants notice of Purchaser's Unpermitted Exceptions eliminate or satisfy the Building listed in Exhibit C attached hereto (collectively, Unpermitted Exceptions to the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to satisfaction of Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree is unable or unwilling to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business periodso correct the Unpermitted Exceptions, then Purchaser shall have the right (but not the obligation)right, at any time on or prior to its election but as its sole and exclusive remedy, to (a) waive the Decision Date, either (i) to Unpermitted Exceptions and accept title to the Project Property subject to the Objectionable Exceptionssuch Unpermitted Exceptions (in which event such exceptions shall be deemed a "Permitted Exception"), which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (iib) to cancel and terminate this Agreement by written notice to Seller and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereonAgreement. In the event that on or before the end of the said 15-day period, Purchaser has not waived all of the Unpermitted Exceptions that have not been eliminated or satisfied by Seller, then Purchaser shall be deemed to have elected to terminate this Agreement. In the event Purchaser elects or is deemed to cancel and terminate this Agreement, the Escrow Agent Escrowee shall disburse the be authorized to immediately deliver to Purchaser all Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party hereto shall have any further obligations to the other party hereunder and the parties shall be released from further obligation or liability (other than with respect to any obligations of either party which expressly survive the termination of under this Agreement, pursuant except as otherwise provided to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of contrary in this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).

Title Approval. Purchaser shall have a period of three Within seven (37) business days from after the Effective Date Date, Seller shall cause Escrow Holder to provide Buyer with a current preliminary title report for the Property (the “Title Review PeriodReport”) in issued by Escrow Holder, together with copies of all related underlying documents. Buyer shall have thirty (30) days after receipt of the Title Report and underlying documents within which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, notify Seller in writing, such writing of any objections as Purchaser Buyer may have to any matters contained exceptions to title as reflected in the Title and Survey Documents Report (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Disapproved Exceptions”); provided, however, Purchaser shall not be required . Failure of Buyer to notify give Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser of any Disapproved Exceptions within said two thirty (230) business day period shall be deemed SellerBuyer’s refusal approval of all exceptions to remove all title shown on the Title Report. Within ten (10) days after receipt of Buyer’s notice of any Disapproved Exceptions, Seller may elect to (i) commit to cause such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Disapproved Exceptions to which Purchaser objects within be released of record or to cause the Title Company to endorse over such two (2) business periodDisapproved Exceptions, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision DateClose of Escrow, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) elect not to cancel and commit to remove any Disapproved Exceptions. If Seller fails to give notice of its election within said ten (10) day period, Seller shall be deemed to have elected not to remove any Disapproved Exceptions. Notwithstanding the foregoing, Seller shall be obligated to remove any delinquent taxes or assessments, mechanic’s liens or monetary encumbrances placed by Seller on the Property prior to the Close of Escrow. If Seller elects or is deemed to have elected not to remove any Disapproved Exceptions, Buyer shall have the right, within ten (10) days of receipt of notice of Seller’s election or deemed election, to (i) elect to terminate this Agreement by written notice to Seller and Escrow Agent andAgreement, notwithstanding anything or (ii) waive its objection to the contrary set forth herein, Disapproved Exceptions and proceed to receive a refund the Close of Escrow. Buyer’s failure to make such election within said ten (10) day period shall be deemed Buyer’s waiver of the Xxxxxxx Money, including all interest accrued thereonDisapproved Exceptions and election to proceed to the Close of Escrow. In the event that Purchaser elects this Agreement is terminated pursuant to cancel and terminate this AgreementSection 5(a), Escrow Holder shall return the Escrow Agent shall disburse the Xxxxxxx Money Initial Deposit and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser Buyer, and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and thereafter neither party shall have any further obligations to the other party obligation hereunder and the parties shall be released from further liability (other than except with respect to any the indemnity obligations of either party which expressly survive the termination pursuant to Sections 7(e) and 14 of this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).

Title Approval. Purchaser shall have a period of three thirty (330) business days from the Effective Contract Date (the “Title Review Period”) in within which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to notify Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to of Purchaser's disapproval of any matters contained exception shown in the Title and Survey Documents (“Purchaser’s Objection Notice”; Report or the legal description. If Purchaser does not give written notice of such disapproval within such period, the Title Report shall be deemed approved. If Purchaser disapproves of any exception in writing as described above, Seller shall have 10 working days from the date of said objections listed on Purchaser’s Objection Notice are deemed Sxxxxx's receipt of written notice of the “Objectionable Exceptions”); provided, howeverdisapproval to give written notice to Purchaser that Seller shall remove the disapproved exception(s) prior to Escrow Closing. Seller's failure to deliver the notice shall mean Seller will not remove the exception. If Seller elects not to remove any disapproved exception, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business five working days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; terminate this Agreement or (ii) to cancel waive its disapproval of such exception and agree to purchase the Property subject to the disapproved exception. If Purchaser fails to so notify Seller, in writing, within five working days of its election pursuant to this paragraph, Purchaser shall be deemed to have elected to terminate this Agreement by written notice to Seller and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereonAgreement. In the event that Purchaser elects to cancel and terminate this Agreementof a termination hereunder, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall have any further obligations to the other party hereunder and the parties shall have no obligations hereunder and Pxxxxxxxx's deposit shall be released from further liability (other than with respect returned to any obligations of either party which expressly survive the termination of this AgreementPurchaser. Any exception, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected approved hereunder, either by Purchaser's approval, Purchaser's failure to disapprove such exception, or by Purchaser's waiver of disapproval, shall be deemed a "Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii)Exception."

Title Approval. Purchaser (a) Buyer shall have a period approved the condition of three (3) business days title to the Sale Land as provided in this Section 5.1.1. Seller has obtained from the Effective Date Chicago Title Company (the “"Title Review Period”) in which Company"), under order number 203008184, a leasehold policy pursuant to review the CommitmentLease and a title binder covering the Sale Land (herein, the "Preliminary Report"), together with legible copies of all documents (the "Title Documents") shown as exceptions affecting title to the Property thereon. Buyer has previously approved all exceptions shown on Schedule B to the Preliminary Report, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections which exceptions are listed on Purchaser’s Objection Notice Exhibit "G" to the Lease. Title Company has delivered to Buyer a Proforma 1970 ALTA Owner's Title Policy ("Proforma"), a copy of which is attached hereto as Exhibit "L", together with legible copies of all new exceptions, if any, appearing on the Proforma. Buyer has approved the Proforma and a survey showing the exceptions to title shown thereon subject to the elimination of Exception 14 regarding the rights of parties in possession and either the elimination of Exception 15 or the revision of such exception to add specific survey matters which are deemed the “Objectionable Exceptions”); provided, however, Purchaser reasonably acceptable to Buyer. Buyer shall not be required to notify Seller of its objection take title to, and Seller shall deliver, title to the Property subject only to the exceptions shown in the Proforma and any exceptions created or caused by Buyer (the "Title Exceptions"). Seller covenants that (x) Seller shall not create or cause any liens or encumbrances against the Property other than Tenant's Deed of Trust and the Permitted Development Easements and (y) Seller shall cause to be removed from record title to the Property at or prior to the Close of Escrow all delinquent taxes, bonds and assessments which are not the responsibility of Buyer pursuant to the Lease, all involuntary liens or encumbrances against the Property other than those which are created or caused by Buyer and any judgment liens against Seller which affect title to the Property. The aggregate obligation of Seller pursuant to clause (y) shall not exceed the cash portion of the Purchase Price. As to any liens or encumbrances created by Seller against the Property in violation of clause (x), Seller must remove the same at or prior to Closing without regard to the amount thereof. If Buyer desires to have the Title Company issue any endorsements to the Title Policy, then Buyer shall notify Seller and Escrow Holder of the desired endorsements at least five (5) business days prior to the Closing Date. Any such endorsements shall be at the cost and expense of Buyer, and issuance of such endorsements shall not be a condition to Closing. For the purposes of the immediately preceding paragraph: (1) Seller shall make arrangements to remove from record title to the Property at or prior to Close of Escrow all items described in clause (x) other than Tenant's Deed of Trust and the Permitted Development Easements. Such removal may be effected by payment, bonding or other method sufficient to permit the Title Company to remove any mortgageissue the Title Policy, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any as defined in Section 6.4. (2) Buyer has recorded a memorandum of the tenants of Purchase Option to establish Buyer's priority as to the Building listed in Exhibit C attached hereto (collectivelyProperty. As to delinquent taxes, the “Tenants”) or other third party to bonds and assessments for which Seller is not a party. responsible, Seller shall have two (2) business days must remove the same from record title to agree the Property at or disagree to remove prior to ClosingClose of Escrow in any manner provided in clause (1). As to all other involuntary liens, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller encumbrances and judgment liens against the Property, Buyer does not agree to remove subordinate its priority as to the Property. Rather, Seller shall cause the same to be removed from the Title Policy at or before Close of Escrow in any Objectionable Exceptions manner described in clause (1), including escrow of the entire cash portion of the Purchase Price for the benefit of the holders of such involuntary liens, encumbrances and judgment liens, if necessary. (3) To the extent necessary to which Purchaser objects within such two accomplish the matters described in clause (2) business period, then Purchaser shall have the right (but not the obligationor to address Intervening Liens pursuant to Section 5.1.1(b), at any Buyer and Seller shall extend the Close of Escrow for such time on or prior as may be reasonably necessary, not to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptionsexceed 120 days, without reduction in the Purchase Price; or (ii) to cancel and terminate this Agreement by written notice to Seller and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall have any further obligations to the other party hereunder and the parties shall be released from further liability (other than with respect to any obligations of either party which expressly survive the termination of this Agreement, but Buyer's Base Rent pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Lease shall be reduced in the manner set forth in the last paragraph of Section 5.B, then Seller, upon the reasonable request 6.1 for any portion of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of such extension in excess of Thirtythirty (30) days or, if Seller is not diligently attempting to eliminate such Intervening Lien, for the entire period of such extension. (b) Any liens, encumbrances, easements, restrictions, conditions, covenants, rights, rights-Five Thousand Dollars of-way, and other matters affecting title to the Property which are created or which may appear of record after the date of the Update but before the Closing Date and which are not Title Exceptions and are not created or caused by Buyer ($35,000collectively, the "Intervening Liens"). If Seller fails to cure any such Additional Objectionable Exceptions (a) Any item(s) not so expressly approved within five ten (510) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected written notice shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii)disapproved.

Title Approval. Purchaser 3.3.1 Buyer shall have a period six (6) weeks after the receipt of three the Preliminary Title Report to deliver in writing to Seller and to Title Company any objections (3) business days from the Effective Date (the “Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Preliminary Title Report. Any exception, matter or objection to which Buyer fails to object within the Title Review Period is deemed approved and Survey Documents shall be a “Permitted Exception”. In addition, all Encumbrances caused or created (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); providedand not bonded or removed) by, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project approved or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed accepted in Exhibit C attached hereto (collectivelywriting by, the “Tenants”) or other third party to which Seller is not a partyBuyer, shall be Permitted Exceptions. Seller shall have two notify Buyer within ten (210) business days Business Days of such written notice of whether it intends to agree satisfy or disagree to remove remove, at its sole election and discretion, prior to ClosingClose of Escrow, all such Objectionable Exceptions any items in the Preliminary Title Report objected to by written Buyer. Seller shall then satisfy or remove (by affirmative endorsement or otherwise), prior to Close of Escrow, the items specified in its notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to ClosingBuyer. If Seller does not agree on or before the Closing fails or is unwilling to satisfy, remove or endorse over any Objectionable Exceptions such objectionable items (which unwillingness must be notified to which Purchaser objects within such two (2) business period, then Purchaser shall have Buyer during the right (but not the obligationTitle Review Period), at any time on Buyer may either waive such objections, exceptions or prior other matters and accept such title as Seller is able or willing to the Decision Dateconvey, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) to cancel and alternatively terminate this Agreement by written notice to Seller Seller, at which time this Agreement shall be cancelled and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including void for all interest accrued thereonpurposes. In the event of such termination, (i) the Deposit—less One Hundred Dollars ($100.00) to be paid to Seller as fair consideration for entering into this Agreement (the “Fair Consideration”)—shall be retained by Buyer (or refunded to Buyer, as the case may be), (ii) Escrow shall return all documents to the party that Purchaser elects to cancel deposited the same, (iii) shall be released and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money relieved from any and all interest accrued thereon to Purchaser immediately upon receipt claims or obligations arising by virtue of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) having heretofore executed this Agreement and neither party shall have any further obligations obligation to the other, and (iv) Seller shall pay all of the cancellation costs and expenses imposed by Escrow Holder. 3.3.2 Notwithstanding the foregoing or anything else to the contrary, Seller shall be obligated, regardless of whether Buyer objects to any such item or exception, to remove or 3.3.3 Buyer’s obligations hereunder shall be conditioned upon Escrow Holder being committed, prior to the Close of Escrow, to issuing to Buyer an ALTA owner’s policy of title insurance (and endorsements, if so required by Buyer) in an amount not less than the Purchase Price, insuring Buyer’s fee title to the Property subject only to the Permitted Exceptions (the “Title Policy”). 3.3.4 In the event that, after the date of the Preliminary Title Report, any new or additional items are created or caused by Seller to appear of record, then Seller shall either remove, endorse over or satisfy the same, or promptly (within ten (10) days, and at least ten (10) days prior to Closing) notify Buyer that it is unwilling or unable to remove the objectionable exceptions or other matters prior to Close of Escrow, except Mandatory Cure Items which Seller must remove prior to the Closing. Buyer may elect to waive disapproval of those exceptions, objections or matters which Seller is unwilling or unable to remove, in which event those exceptions shall be deemed approved as Permitted Exceptions. If Buyer does not waive such disapproval, then Buyer may terminate this Agreement in which event, (i) this Agreement and Escrow shall terminate and be of no further force or effect, (ii) the Deposit, less the Fair Consideration, shall be retained by Buyer (or refunded to Buyer, as the case may be), (iii) Escrow shall return all documents to the party hereunder and that deposited the same, (iv) the parties shall be released and relieved from further liability (other than with respect to any and all claims or obligations arising by virtue of either having heretofore executed this Agreement and neither party which expressly survive the termination of this Agreement, pursuant shall have any obligation to the terms hereof). If Purchaser elects not other, and (v) Seller shall pay all of the cancellation costs and expenses imposed by Escrow Holder. 3.3.5 At the Close of Escrow, Seller shall convey the Property to terminate this Agreement under this Section 5.BBuyer by a Grant, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions Bargain and Sale Deed (the “Additional Objectionable ExceptionsDeed”) which may have in a material adverse effect on Purchaser’s ownership or financeability of form reasonably acceptable to the ProjectParties’ counsel, other than conveying the Property according to the legal description provided by the title company, and subject to the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in but no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii)other Encumbrances.

Title Approval. Purchaser shall have (a) Seller has previously delivered to Buyer and Buyer acknowledges receipt of: (i) a period Commitment for Title Insurance with copies of three (3) business days from all recorded instruments affecting the Effective Date (the “Property and recited as exceptions in said Commitment for Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey Insurance (collectively, the “Title and Survey Documents”"Commitment") and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); provided, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) the most current survey of the Property in Seller's possession or control ("Existing Survey"). Buyer may, at Buyer's sole cost and expense, obtain an update of the Existing Survey, If Buyer has an objection to cancel and terminate this Agreement by items disclosed in the Commitment or the Existing Survey, then Buyer will be entitled to give Seller written notice to of its objections tor a period of ten (10) Business Days following the Effective Date. If Buyer gives timely written notice of its objections, then Seller and Escrow Agent andmay, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent but shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall not have any further obligations to the other party hereunder and the parties shall be released from further liability (other than with respect to any obligations obligation to, cure such objections for a period of either party which expressly survive the termination of this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt from the date. Seller receives Buyer's notice ("Seller's Cure Period"). Seller shall utilize reasonable diligence to cure any errors in the Commitment, provided Seller shall not have any obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing such efforts other than to remove at Closing financing liens of Purchaser’s noticean ascertainable amount created by, Purchaser through, or under Seller. If any objection is not satisfied during Seller's Cure Period, then Buyer shall again have the right to terminate this Agreement within elect not later then five (5) business days after the expiration of Seller’s cure period's Cure Period, but in any event on or before expiration of the Feasibility Period, as its sole and exclusive remedy to be refunded either (i) terminate this Contract, in which case the Xxxxxxx Money and interest accrued thereon, as provided herein, or shall be refunded to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update theretoBuyer, and conditions shown on neither party will have any further rights or obligations pursuant to this Contract, other man as set forth herein with respect to rights or obligations that survive termination; or (ii) waive the Survey unsatisfied objection (which shall thereupon become a Permitted Exception) and proceed to which Purchaser has Closing. Any exception to title not objected to by Buyer in the manner and within the time period specified in this Section 6(a) shall be deemed accepted by Buyer. The phrase "Permitted Exceptions. For purposes of clarification, " means those exceptions to title set forth in no event shall an exception which has the Commitment or Existing Survey and that have been removed or which Seller has agreed (accepted or deemed accepted by Buyer. The failure of Seller to have agreeddeliver a Commitment or the Existing Survey satisfying the requirements of this Section 5(a) will not under any circumstances extend the period for review of the Commitment or Existing Survey beyond the Feasibility Period, and Buyer's sole and exclusive remedy for any such failure shall be to remove from terminate this Contract prior to the Title expiration of the Feasibility Period in accordance with the provisions of Section 5(a). Buyer shall notify Seller in writing of any failure of the Commitment or Survey to satisfy the requirements of this Section 6(a) within ten (10) days after the Commitment and Survey Documents are received by Buyer, and if Buyer fails to do So, then they shall be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii)satisfy such requirements.

Title Approval. Purchaser (a) During the Feasibility Period, Buyer may obtain, at Buyer's sole option, for each Store Property a Commitment for Title Insurance from the Title Company with copies of all recorded instruments affecting the Store Property and recited as exceptions in such Commitment for Title Insurance (the "Commitment"). During the Feasibility Period, Buyer, at Buyer's sole option, may obtain current surveys of the Store Properties (the "Survey") made by a registered professional land surveyor. Buyer may, within the Feasibility Period, provide to Seller a notice ("Title Defect Letter") setting forth all such title and survey matters constituting a Material Title Defect (defined below) to which Buyer objects, and Seller shall have a period the option to be exercised in writing ("Seller Response Letter") within five (5) days of three (3) business days from the Effective Date (the “Title Review Period”) in which to review the Commitment, receipt of the Title Documents, Defect Letter to elect to cure (or cause the Pro Forma and the Survey (collectively, the “Title and Survey Documents”Company to "insure over") and deliver to Seller, at Purchaser’s election, in writing, some or all of such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); provided, however, Purchaser but shall not be required to notify Seller of its objection to, and correct the same; provided that Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation)required, at any time on or prior to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) to cancel and terminate this Agreement by written notice to Seller and Escrow Agent and, notwithstanding anything to the contrary set forth hereinClosing, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller remove (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall have any further obligations to the other party hereunder and the parties shall be released from further liability (other than with respect to any obligations of either party which expressly survive the termination of this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall or cause the Title Company to reissue from time to time "insure over") any existing deeds of trust, mortgages, liens or other encumbrances evidencing final and determinable monetary obligations given by or caused by Seller and recorded in the Commitment prior to Closing. Purchaser chain of title against the Store Properties, but in no event shall have any of Seller's obligations hereunder require expenditures of money for the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership discharge of judgment or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of non consensual liens in excess of Thirty-Five Thousand Dollars the Sales Price. In the event such objections cannot be corrected or such objection can be cured ($35,000)or "insured over") and Seller elects not to correct such objection, it shall notify Buyer, and Buyer shall either waive the uncured title objections and proceed to Closing, or exclude the Store with the Material Title Defect in accordance with Section 25. If Buyer shall notify Seller fails of its election to cure any such Additional Objectionable Exceptions exclude or purchase the Store within five (5) business days after of its receipt of Purchaser’s noticenotice from Seller. Buyer may not remove a Store as a result of any matter in any Commitment or Survey which is not a Material Title Defect (as defined below). The phrase "Permitted Exceptions" shall mean: (i) those exceptions to title set forth in a Commitment or disclosed by the Survey that are not Material Title Defects or are Material Title Defects (A) to which Buyer does not object, Purchaser (B) to which Buyer waives any objection, or (C) which are cured by Seller (or "insured over"), and (ii) the two easements to be placed on the Land related to Store 6042, located at 000 X. Xxxxxx St., Monroe, Michigan 48161 (one being a replacement easement for parking and drainage in favor of Monroe Bank and Trust and the other being an access easement to Wendy's). To the extent Buyer's title examinations reveal any title defect that has, in Buyer's reasonable 15 business judgment, a material adverse effect on the ability of the Buyer to utilize a Store as a Kroger full service grocery supermarket and pharmacy or materially and adversely affect the value of the Property, then any such title exception is herein called a "Material Title Defect". Without limitation, a Material Title Defect shall again have be deemed to exist if (i) any third-party has the right to terminate this Agreement within five "repurchase" all or any portion of any Owned Store Property or a reversionary interest exists with respect thereto, (5ii) business days after Buyer's rights as a tenant under a Lease may be foreclosed or otherwise terminated by the expiration existence of Seller’s cure perioda lien, mortgage, deed of trust or other encumbrance on the fee-interest or any superior leasehold interest in the Leased Store Property or (iii) any judgment or non-consensual liens recorded against a Store Property which is not fully bonded over or fully insured over by the Title Company. If Seller elects to cause the Title Insurer to "insure over" any objection, Seller shall pay any resulting increase in the title insurance premium, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive form of "insurance over" such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected objection shall be deemed Permitted Exceptions. For purposes of clarificationsubject to Buyer's approval, in no event which shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents not be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii)unreasonably withheld.

Title Approval. Purchaser shall have (a) Seller has previously delivered to Buyer and Buyer acknowledges receipt of: (i) a period Commitment for Title Insurance with copies of three (3) business days from all recorded instruments affecting the Effective Date (the “Property and recited as exceptions in said Commitment for Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey Insurance (collectively, the “Title and Survey DocumentsCommitment”) and deliver (ii) the most current survey of the Property in Seller’s possession or control (“Existing Survey”). If Buyer has an objection to Selleritems disclosed in the Commitment or the Existing Survey, at Purchaser’s electionthen Buyer will be entitled to give Seller written notice of its objections for a period of ten (10) Business Days following the receipt of the Commitment and the Existing Survey. If Buyer gives timely written notice of its objections, in writingthen Seller may, but shall not have any obligation to, cure such objections as Purchaser may have to any matters contained in for a period of five (5) days from the Title and Survey Documents date Seller receives Buyer’s notice (“PurchaserSeller’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable ExceptionsCure Period”); provided, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall utilize reasonable diligence to cure any errors in the Commitment, provided Seller shall not have two (2) business days any obligation to agree expend any money, to incur any contractual or disagree other obligations, or to institute any litigation in pursuing such efforts other than to remove prior at Closing financing liens of an ascertainable amount created by, through, or under Seller; further provided, notwithstanding the foregoing, Seller is required to Closing, all such Objectionable Exceptions cure any objection that may be cured by written notice performance of the following acts: (A) satisfaction of any mortgages placed upon the Property by Seller or expressly assumed by Seller as a lien to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Pricesecure indebtedness; or (iiB) causing the release of any mechanic’s liens placed upon the Property by a third party in connection with work performed or alleged to cancel and terminate this Agreement by written notice to Seller and Escrow Agent andhave been performed on the Property by, notwithstanding anything to or at the contrary set forth hereinrequest of, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall have any further obligations to the other party hereunder and the parties shall be released from further liability (other than with respect to any obligations of either party which expressly survive the termination of this Agreement, pursuant to the terms hereofcollectively “Monetary Encumbrances”). If Purchaser elects not At Seller’s option, Seller may elect to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause cure an objection made by Buyer by causing the Title Company to reissue from time issue an endorsement to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions “insure over” such objection (the “Additional Objectionable ExceptionsSeller’s Curative Endorsement”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within objection is not satisfied during Seller’s Cure Period, then Buyer shall elect not later then five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure periodCure Period, but in any event on or before expiration of the Feasibility Period, as its sole and exclusive remedy to either: (i) terminate this Contract, in which case the Exxxxxx Money shall be refunded to Buyer, and neither party will have any further rights or obligations pursuant to be refunded this Contract, other than as set forth herein with respect to rights or obligations that survive termination; or (ii) waive the Xxxxxxx Money unsatisfied objection (which shall thereupon become a Permitted Exception) and interest accrued thereon, as provided herein, or proceed to waive such Additional Objectionable ExceptionsClosing. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey Any exception to which Purchaser has title not objected to by Buyer in the manner and within the time period specified in this Section 6(a) shall be deemed Permitted Exceptionsaccepted by Buyer. For purposes At least thirty (30) days prior to the Closing Date, Seller shall, at Seller’s sole cost and expense, obtain and cause to be Contract of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).Sale — Hidden Lake Apartments

Title Approval. (a) Promptly after the Effective Date, Purchaser shall have order a period Commitment for Title Insurance with copies of three (3) business days from all recorded instruments affecting the Effective Date (Property and recited as exceptions in the “Commitment for Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey Insurance (collectively, the “Title Commitment”). Seller has delivered, or caused to be delivered, to Purchaser (i) a copy of the title policy with respect to the Property and Survey Documentslegible copies of any underlying documents, in Seller’s possession, listed as exceptions in each such title policy, and (ii) a copy of the most recent survey of the Property in Seller’s possession (the “Survey”), if any. Without representation or warranty as to the same, Seller has entered into a Proposal for Surveying Services with ESP Associates, P.A. (the “Surveyor”) substantially similar to the Proposal for Surveying Services from the Surveyor attached hereto as Exhibit J (the “New Survey Proposal”) in connection with the preparation of a new survey (the “New Survey”) of the Property. Purchaser will reasonably cooperate with Seller and deliver the Surveyor with respect to Sellerthe New Survey. Any changes to the New Survey required by Purchaser, at Purchaser’s electionlender, or the Title Company that cause the fees of the New Survey to exceed the fees set forth in writingthe New Survey Proposal shall be added to the New Survey Fees. If Purchaser has an objection to items disclosed in the Commitment or Survey, such objections as then Purchaser may have give Seller written notice of its objections no later than ten (10) days prior to any matters contained in the expiration of the Inspection Period (the “Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); provided, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) to cancel and terminate this Agreement by written notice to Seller and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall have any further obligations to the other party hereunder and the parties shall be released from further liability (other than with respect to any obligations of either party which expressly survive the termination of this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.Btimely provides the Title Objection Notice, then SellerSeller may, upon the reasonable request of Purchaser, shall cause the Title Company by notice given to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaserthe Title Objection Notice, cure those objections for a period of fifteen (15) days from the date Seller receives the Title Objection Notice. If Seller notifies Purchaser that it intends to cure such objections, Seller shall do so no later than two (2) Business Days prior to the Closing Date except with respect to Monetary Liens that will be satisfied and released on the Closing Date (“Seller’s noticeCure Period”). Seller shall utilize reasonable diligence to cure any errors in the Commitment, provided Seller has no obligation to expend any money, to incur any contractual or other obligations, or to institute any litigation in pursuing its efforts other than to remove (which may include causing the Title Company to insure-over the subject item in the Title Policy, whether by endorsement, express coverage or omission of exception), at its sole cost and expense on or before the Closing Date, Monetary Liens. If any objection is not satisfied during Seller’s Cure Period (or, if earlier, the date that the Inspection Period expires), then Purchaser shall again have elect on or before the right to terminate this Agreement within five later of the expiration of the Inspection Period, and the date that is two (52) business days Business Days after the expiration of Seller’s cure periodCure Period, as its sole and exclusive remedy, to be refunded either: (i) terminate this Agreement, in which case the Xxxxxxx Money and interest accrued thereon, as provided herein, or shall be refunded to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update theretoPurchaser, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to neither party will have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).any

Title Approval. Purchaser 3.3.1 Buyer shall have a period six (6) weeks after the receipt of three the Preliminary Title Report to deliver in writing to Seller and to Title Company any objections (3) business days from the Effective Date (the “Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Preliminary Title Report. Any exception, matter or objection to which Buyer fails to object within the Title Review Period is deemed approved and Survey Documents shall be a “Permitted Exception”. In addition, all Encumbrances caused or created (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); providedand not bonded or removed) by, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project approved or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed accepted in Exhibit C attached hereto (collectivelywriting by, the “Tenants”) or other third party to which Seller is not a partyBuyer, shall be Permitted Exceptions. Seller shall have two notify Buyer within ten (210) business days Business Days of such written notice of whether it intends to agree satisfy or disagree to remove remove, at its sole election and discretion, prior to ClosingClose of Escrow, all such Objectionable Exceptions any items in the Preliminary Title Report objected to by written Buyer. Seller shall then satisfy or remove (by affirmative endorsement or otherwise), prior to Close of Escrow, the items specified in its notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to ClosingBuyer. If Seller does not agree on or before the Closing fails or is unwilling to satisfy, remove or endorse over any Objectionable Exceptions such objectionable items (which unwillingness must be notified to which Purchaser objects within such two (2) business period, then Purchaser shall have Buyer during the right (but not the obligationTitle Review Period), at any time on Buyer may either waive such objections, exceptions or prior other matters and accept such title as Seller is able or willing to the Decision Dateconvey, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) to cancel and alternatively terminate this Agreement by written notice to Seller Seller, at which time this Agreement shall be cancelled and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including void for all interest accrued thereonpurposes. In the event of such termination, (i) the Deposit—less One Hundred Dollars ($100.00) to be paid to Seller as fair consideration for entering into this Agreement (the “Fair Consideration”)—shall be retained by Buyer (or refunded to Buyer, as the case may be), (ii) Escrow shall return all documents to the party that Purchaser elects to cancel deposited the same, (iii) shall be released and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money relieved from any and all interest accrued thereon to Purchaser immediately upon receipt claims or obligations arising by virtue of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) having heretofore executed this Agreement and neither party shall have any further obligations obligation to the other, and (iv) Seller shall pay all of the cancellation costs and expenses imposed by Escrow Holder. 3.3.2 Notwithstanding the foregoing or anything else to the contrary, Seller shall be obligated, regardless of whether Buyer objects to any such item or exception, to remove or cause to be removed on or before Closing, any and all mortgages, deeds of trusts or similar liens securing the repayment of money affecting title to the Property, mechanic's liens, materialmen's liens, judgment liens, liens for delinquent taxes and/or any other liens or security interests ("Mandatory Cure Items"). 3.3.3 Buyer’s obligations hereunder shall be conditioned upon Escrow Holder being committed, prior to the Close of Escrow, to issuing to Buyer an ALTA owner’s policy of title insurance (and endorsements, if so required by Buyer) in an amount not less than the Purchase Price, insuring Buyer’s fee title to the Property subject only to the Permitted Exceptions (the “Title Policy”). 3.3.4 In the event that, after the date of the Preliminary Title Report, any new or additional items are created or caused by Seller to appear of record, then Seller shall either remove, endorse over or satisfy the same, or promptly (within ten (10) days, and at least ten (10) days prior to Closing) notify Buyer that it is unwilling or unable to remove the objectionable exceptions or other matters prior to Close of Escrow, except Mandatory Cure Items which Seller must remove prior to the Closing. Buyer may elect to waive disapproval of those exceptions, objections or matters which Seller is unwilling or unable to remove, in which event those exceptions shall be deemed approved as Permitted Exceptions. If Buyer does not waive such disapproval, then Buyer may terminate this Agreement in which event, (i) this Agreement and Escrow shall terminate and be of no further force or effect, (ii) the Deposit, less the Fair Consideration, shall be retained by Buyer (or refunded to Buyer, as the case may be), (iii) Escrow shall return all documents to the party hereunder and that deposited the same, (iv) the parties shall be released and relieved from further liability (other than with respect to any and all claims or obligations arising by virtue of either having heretofore executed this Agreement and neither party which expressly survive the termination of this Agreement, pursuant shall have any obligation to the terms hereof). If Purchaser elects not other, and (v) Seller shall pay all of the cancellation costs and expenses imposed by Escrow Holder. 3.3.5 At the Close of Escrow, Seller shall convey the Property to terminate this Agreement under this Section 5.BBuyer by a Grant, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions Bargain and Sale Deed (the “Additional Objectionable ExceptionsDeed”) which may have in a material adverse effect on Purchaser’s ownership or financeability of form reasonably acceptable to the ProjectParties’ counsel, other than conveying the Property according to the legal description provided by the title company, and subject to the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in but no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii)other Encumbrances.

Title Approval. Purchaser shall cause Hallmark Title, Inc. Vienna, Virginia (the "Title Company") to issue a commitment for title insurance (including copies of all exception documents referenced in said commitment) in an amount equal to the purchase price, which commitment shall provide for the issuance of a final title policy as of the Closing Date, subject to no liens or encumbrances, other than those which may be approved by Purchaser (the "Title Commitment"). A copy of said Title Commitment shall be delivered to Seller at the address set forth in Section 16 below. Within fifteen ( 15) days following Purchaser' s receipt of (i) the Title Commitment, (ii) legible copies of all exception documents referenced in the Title Commitment, and (iii) the Survey, Purchaser shall notify Seller of any items referenced in the Title Commitment and the Survey to which it disapproves. Within ten ( 10) days of Seller' s receipt of Purchaser' s objections, Seller shall advise Purchaser in writing as to whether it intends to correct the defects to which Purchaser has objected. If Seller refuses to correct some or all of such defects or fails to notify Purchaser within said ten ( 10) day period regarding its intentions to correct the disapproved matters, Purchaser shall have a period fifteen ( 15) days following the earlier to occur of three (3) business days from the Effective Date (the “Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); provided, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) Purchaser' s receipt of Seller's written notice regarding its refusal to accept title to correct the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; disapproved matters or (ii) the expiration of said ten ( 10) day period, to cancel and terminate this Agreement by written notice advise Seller of Purchaser' s decision to Seller and Escrow Agent andclose, notwithstanding anything the defects, or to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and which case neither party shall have any further rights or obligations hereunder. In the event Purchaser fails to the other party hereunder and the parties shall be released from further liability (other than with respect timely advise Seller of its intention to any obligations of either party which expressly survive the termination of terminate this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall be conclusively deemed to have the right to object to any new exceptions (the “Additional Objectionable Exceptions”rejected such title defect(s) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser and shall again thereafter have the right to terminate this Agreement within five (5) business days after Agreement. In the expiration event of Seller’s cure periodany such termination, and Purchaser shall be entitled to be refunded the Xxxxxxx return of its Earnest Money and interest accrued thereon, as provided herein, the parties shall have xx xxxther rights or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception obligations hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).

Title Approval. Within fifteen (15) days following the mutual execution of this Agreement, Seller shall cause Chicago Title Insurance Company (the Title Company ) to issue a commitment for title insurance (including copies of all exception documents referenced in said commitment) in an amount equal to the purchase price, which commitment shall provide for the issuance of a final title policy as of the Closing Date, subject to no liens or encumbrances, other than those which may be approved by Purchaser (the "Title Commitment"). The Title Commitment shall be issued by Chicago Title Insurance Company ("Chicago Title"), as the underwriter for the Title Policy to be issued, and prepared through Chicago Title's local agent, Vermillion County Abstract Company. Xxxxes of said Title Commitment together with all exception documents shall be delivered to both Purchaser and to Purchaser's counsel, at the address set forth in Paragraph 18 below, within said fifteen (15) day period. Within fifteen (15) days following Purchaser's receipt of (i) the Title Commitment, (ii) legible copies of all exception documents referenced in the Title Commitment, and (iii) the Survey, Purchaser shall notify Seller of any items referenced in the Title Commitment and/or the Survey to which it disapproves. Within ten (10) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser in writing as to whether it intends to correct the defects to which Purchaser has objected. If Seller refuses to correct some or all of such defects or fails to notify Purchaser within said ten (10) day period regarding its intentions to correct the disapproved matters, Purchaser shall have a period of three fifteen (315) business days from following the Effective Date (the “Title Review Period”earlier to occur of(i) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); provided, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts 's receipt of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by 's written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s regarding its refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have correct the right (but not the obligation), at any time on or prior to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; disapproved matters or (ii) the expiration of said ten (10) day period, to cancel and terminate this Agreement by written notice advise Seller of Purchaser's decision to Seller and Escrow Agent andclose, notwithstanding anything the defects, or to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and which case neither party shall have any further rights or obligations hereunder. In the event Purchaser fails to the other party hereunder and the parties shall be released from further liability (other than with respect timely advise Seller of its intention to any obligations of either party which expressly survive the termination of terminate this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall be conclusively deemed to have the right to object to any new exceptions (the “Additional Objectionable Exceptions”rejected such title and survey defect(s) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser and shall again thereafter have the right to terminate this Agreement within five (5) business days after Agreement. In the expiration event of Seller’s cure periodany such termination, and Purchaser shall be entitled to be refunded the Xxxxxxx return of its Earnest Money and interest accrued thereon, as provided herein, the parties shall xxxx xo further rights or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception obligations hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).

Title Approval. Purchaser shall have a period of three forty-five (345) business days from following receipt of the Effective Date (current Survey required under Paragraph 8 below, the “Title Review Period”) in which Commitment and legible copies of the documents referred to therein as conditions or exceptions to title to the Property to review the Commitment, the Title Documents, the Pro Forma such items and the Survey (collectively, the “Title and Survey Documents”) and to deliver to Seller, at Purchaser’s election, in writing, such Seller a notice of the objections as that Purchaser may have to any matters anything contained in or set forth in or disclosed by the Title and Survey Documents or the Commitment (“Purchaser’s Objection Notice”; "Unpermitted Exceptions"). Any exception to which Purchaser does not object shall be considered a "Permitted Exception." If Purchaser delivers notice of any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); providedUnpermitted Exceptions to Seller, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising may within fifteen (15) days after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any effective date of the tenants notice of Purchaser's Unpermitted Exceptions eliminate or satisfy the Building listed in Exhibit C attached hereto (collectively, Unpermitted Exceptions to the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to satisfaction of Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree is unable or unwilling to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business periodso correct the Unpermitted Exceptions, then Purchaser shall have the right (but not the obligation)right, at any time on or prior its election but as its sole and exclusive remedy, to (a) waive the Decision Date, either (i) to Unpermitted Exceptions and accept title to the Project Property subject to the Objectionable Exceptionssuch Unpermitted Exceptions (in which event such exceptions shall be deemed a "Permitted Exception"), which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (iib) to cancel and terminate this Agreement by written notice to Seller and Escrow Agent and, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereonAgreement. In the event that on or before the end of the said 15-day period, Purchaser has not waived all of the Unpermitted Exceptions that have not been eliminated or satisfied by Seller, then Purchaser shall be deemed to have elected to terminate this Agreement. In the event Purchaser elects or is deemed to cancel and terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party hereto shall have any further obligations to the other party hereunder and the parties shall be released from further obligation or liability (other than with respect to any obligations of either party which expressly survive the termination of under this Agreement, pursuant except as otherwise provided to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, shall cause the Title Company to reissue from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of contrary in this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii).

Title Approval. Purchaser (a) Seller shall have a period of three deliver to Buyer within ten (310) business days from after the Effective Date of this Contract (i) a Commitment for Title Insurance with copies of all recorded instruments affecting the “Property and recited as exceptions in said Commitment for Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey Insurance (collectively, the “Title and Survey DocumentsCommitment”) and deliver (ii) a copy of Seller’s most recent survey of the Property (the “Existing Survey”). Buyer may obtain a new survey of the Property or an update of the Existing Survey at Seller’s expense (the “New Survey”). If Buyer has an objection to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained items disclosed in the Title and Commitment, the Existing Survey Documents or any New Survey, Buyer shall have seven (“Purchaser’s Objection Notice”; any 7) days after receipt of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); providedlater of the Commitment, however, Purchaser shall not be required the Existing Survey or the New Survey to notify give Seller written notice of its objection toobjections. If Buyer gives timely written notice of its objections, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two the opportunity, but not an obligation, for five (25) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written from the date of Xxxxx's notice to Purchasercure the same. Seller’s failure Seller will utilize reasonable diligence to deliver cure any errors in the Commitment, provided Seller shall have no obligation to expend any money or institute any litigation in pursuing such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closingefforts. If Seller does any objection is not agree to remove any Objectionable Exceptions to which Purchaser objects satisfied within such two (2) business time period, then Purchaser Buyer shall have elect within five (5) days of the right (but not the obligation), at any time on or prior expiration of Seller's cure period as its sole and exclusive remedy to the Decision Date, either (i) to accept title to the Project subject to the Objectionable Exceptions, which shall then become Permitted Exceptions, without reduction in the Purchase Price; or (ii) to cancel and terminate this Agreement by written notice to Seller and Escrow Agent andContract, notwithstanding anything to the contrary set forth herein, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and terminate this Agreement, the Escrow Agent shall disburse in which case the Xxxxxxx Money and all interest accrued thereon shall be refunded to Purchaser immediately upon receipt of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) Buyer, and neither party shall have any further rights or obligations pursuant to the other party hereunder and the parties shall be released from further liability (this Contract, other than as set forth herein with respect to any rights or obligations of either party which expressly survive termination, or (ii) waive the termination of this Agreement, pursuant to the terms hereof). If Purchaser elects not to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, unsatisfied objection (which shall cause the Title Company to reissue from time to time the Commitment prior thereupon become a Permitted Exception) and proceed to Closing. Purchaser Any exception to title not objected to by Xxxxx in the manner and within the time period specified in this Section 6 shall have the right be deemed accepted by Buyer. The phrase “Permitted Exceptions” shall mean those exceptions to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of title set forth in excess of Thirty-Five Thousand Dollars ($35,000). If Seller fails to cure any such Additional Objectionable Exceptions within five (5) business days after receipt of Purchaser’s notice, Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, the Existing Survey or any update thereto, New Survey and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has have been removed or which Seller has agreed (accepted or deemed to have agreed) to remove from the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated accepted by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined pursuant to this Section 5.B(ii)Buyer.

Title Approval. If Purchaser shall have a period is not satisfied in its sole discretion with any of the matters shown on the Title Commitment, Purchaser may, on or prior to three (3) business days from the Effective Date (the “Title Review Period”) in which to review the Commitment, the Title Documents, the Pro Forma and the Survey (collectively, the “Title and Survey Documents”) and deliver to Seller, at Purchaser’s election, in writing, such objections as Purchaser may have to any matters contained in the Title and Survey Documents (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”); provided, however, Purchaser shall not be required to notify Seller of its objection to, and Seller shall cause Title Company to remove any mortgage, deed of trust or financing statement relating thereto that encumbers the Project or any matter arising after the Effective Date from the acts of Seller, but excluding any exceptions which arise from contracts entered into by any of the tenants of the Building listed in Exhibit C attached hereto (collectively, the “Tenants”) or other third party to which Seller is not a party. Seller shall have two (2) business days to agree or disagree to remove prior to Closing, all such Objectionable Exceptions by written notice to Purchaser. Seller’s failure to deliver such notice to Purchaser within said two (2) business day period shall be deemed Seller’s refusal to remove all such Objectionable Exceptions prior to Closing. If Seller does not agree to remove any Objectionable Exceptions to which Purchaser objects within such two (2) business period, then Purchaser shall have the right (but not the obligation), at any time on or prior to the Decision Date, either (i) terminate this Agreement by notice to accept title to the Project subject to the Objectionable ExceptionsSeller, in which event neither party shall then become Permitted Exceptionshave further obligations hereunder, without reduction in the Purchase Price; except as specifically set forth herein or (ii) to cancel and terminate this Agreement accept the Property by providing written notice to Seller and Escrow Agent andof such acceptance or (iii) raise certain objections by providing notice in writing (the "Title Objection Notice"), notwithstanding anything which Title Objection Notice may, at Purchaser's option, specify which matters (the "Title Objections") Purchaser does not find satisfactory with respect to the contrary Title Commitment. If Purchaser does not provide Seller with a Title Objection Notice or notice of acceptance on or before three (3) days after the Effective Date, Purchaser shall be deemed to have accepted the Title Commitment and to have waived any objection to matters set forth hereintherein. Seller shall not have any obligation to remove or correct the Title Objections. If an exception to title other than a Permitted Exception is (x) filed against the Property and (y) subsequently raised on the Commitment, on or prior to the Closing Date ("Unpermitted Exceptions"), then, in the event Purchaser objects to such Unpermitted Exceptions, Seller shall have the option, in its sole discretion, to receive a refund of the Xxxxxxx Money, including all interest accrued thereon. In the event that Purchaser elects to cancel and either (i) terminate this Agreement, the Escrow Agent shall disburse the Xxxxxxx Money and all interest accrued thereon to Purchaser immediately upon receipt in which event each of notice from Purchaser and Seller (neither party shall delay in executing a release of such Xxxxxxx Money in such event) and neither party shall have any further obligations to the other party hereunder and the parties shall be released from further liability (other than with respect to any obligations of either party which expressly survive the termination of this Agreement, pursuant to the terms hereof). If Purchaser elects not other or (ii) cure the Unpermitted Exceptions, in which event, Seller shall have until fifteen (15) days subsequent to terminate this Agreement under this Section 5.B, then Seller, upon the reasonable request of Purchaser, Closing Date (and the Closing Date shall cause be so extended) in which either to have the Title Company Insurer waive the Unpermitted Exceptions and/or to reissue obtain an endorsement to the Title Commitment insuring over the Unpermitted Exceptions, and if the Unpermitted Exception is a lien or encumbrance of a definite or ascertainable amount, Seller shall be entitled to discharge the same at Closing with proceeds from time to time the Commitment prior to Closing. Purchaser shall have the right to object to any new exceptions (the “Additional Objectionable Exceptions”) which may have a material adverse effect on Purchaser’s ownership sale or financeability of the Project, other than the Permitted Exceptions shown on any updated Commitment. For purposes of this Agreement, “material” includes any matter with a financial impact of in excess of Thirty-Five Thousand Dollars ($35,000)otherwise. If Seller fails to cure remove or insure over such Unpermitted Exceptions on or prior to the Closing Date (as extended pursuant to clause (ii) above), then, at Purchaser's option, Purchaser may either (a) terminate this Agreement by written notice to Seller, in which event each party shall be released from further liability to the other or (b) consummate the transaction contemplated by this Agreement in accordance with the terms hereof, without a reduction in the Purchase Price, in which event any such Additional Objectionable Unpermitted Exceptions within five shall be conclusively deemed to be Permitted Exceptions. In the event Purchaser shall fail to so notify Seller, on or prior to the Closing Date (5) business days after receipt as may be extended in accordance with the terms of Purchaser’s noticethis Agreement), Purchaser shall again have the right to terminate this Agreement within five (5) business days after the expiration of Seller’s cure period, and to be refunded the Xxxxxxx Money and interest accrued thereon, as provided herein, or to waive such Additional Objectionable Exceptions. All items shown on the Commitment, or any update thereto, and conditions shown on the Survey to which Purchaser has not objected shall be deemed Permitted Exceptions. For purposes of clarification, in no event shall an exception which has been removed or which Seller has agreed (or conclusively deemed to have agreed) elected to remove from purchase the Title and Survey Documents be deemed a Permitted Exception hereunder. The parties agree to amend this Agreement promptly after the initial objection and response period contemplated by this Section 5.B(ii) to attach to this Agreement, as Exhibit E, the Permitted Exceptions determined Property pursuant to this Section 5.B(ii)subparagraph 7.B(b) immediately above.