Common use of Title Binder Clause in Contracts

Title Binder. Seller shall provide to Buyer, in accordance with Section 12.1(a), a copy of the following to the extent the same are within Seller’s possession: (i) all currently effective title insurance policies and copies of all exceptions, and (ii) plats and surveys in their possession that relate to the Property and the Facility. Buyer shall have the right to secure, at its sole cost and expense the following: (1) recent ALTA/ACSM Land Title survey for the Property (the “Survey”), and (2) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of the Title Company with results of special Tax search (collectively, the “Title Report”) to issue to Buyer a 2006 ALTA form of Owner’s Policy of Title Insurance (with the general exceptions deleted), subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price or such lesser amount attributable to the Property, as identified by Buyer, in its discretion. The Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to this section (the “Endorsements”). The Title Report shall be obtained with legible copies of all recorded exceptions to title referred to therein to the extent reasonably available (the “Exception Documents”). Seller will cause all standard exceptions, other than the survey exception, to be deleted from the Title Policy at the Closing. If Buyer desires to have the survey exception deleted, Buyer shall pay all costs associated with the preparation of the Survey in a form acceptable to the agency issuing the Title Policy. Buyer shall have through the later of: (x) fifteen (15) Business Days after receipt of the Exception Documents and the Survey or (y) the end of the Study Period (the “Title Review Period”), to approve or disapprove in writing the Title Report and Survey with respect to the Property, with any such notice (the “Title Objection Notice”) of disapproval specifying the Exception Documents or other matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report or Survey with respect to the Property within the required time shall be deemed disapproval by Buyer thereof and the same shall be deemed an objection. Within five (5) business days after receipt of the Title Defect Notice, Seller will notify Buyer which of the Title Defects, if any, that Seller agrees to cure at or before Closing. If Seller fails to give such notice within such five (5) business day period, Seller shall be deemed to have elected not to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Property, and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) days after receipt of notice of Seller’s election (or ten (10) days after the expiration of Seller’s five (5) day notification period if Seller does not issue notice of election), Buyer shall, by written notice to Seller, elect either (a) to close the transaction contemplated hereby without any deduction in the Purchase Price (but without prejudice to Buyer’s right, in its sole discretion, to elect to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoever, whereupon Escrow Agent shall refund the balance of the Deposit to Buyer, this Agreement shall terminate and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing at or prior to expiration of the applicable ten (10) day period shall be deemed to be an election to take the action described in the foregoing clause (b). If Buyer elects to take the action described in clause (a) of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing shall be a Permitted Encumbrance, and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this section extend beyond the expiration of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Title Binder. Seller shall provide to Buyer, in accordance with Section 12.1(a), a copy of the following to the extent the same are within Seller’s possession: (i) all currently effective title insurance policies and copies of all exceptions, and (ii) plats and surveys in their possession that relate to the Property and the Facility. Buyer shall have the right to secure, at its sole cost and expense the following: (1) recent ALTA/ACSM Land Title survey for the Property (the “Survey”), and (2) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of the Title Company with results of special Tax search (collectively, the “Title Report”) to issue to Buyer a 2006 ALTA form of Owner’s Policy of Title Insurance (with the general exceptions deleted), subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price On or such lesser amount attributable to the Property, as identified by Buyer, in its discretion. The Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to this section (the “Endorsements”). The Title Report shall be obtained with legible copies of all recorded exceptions to title referred to therein to the extent reasonably available (the “Exception Documents”). Seller will cause all standard exceptions, other than the survey exception, to be deleted from the Title Policy at the Closing. If Buyer desires to have the survey exception deleted, Buyer shall pay all costs associated with the preparation of the Survey in a form acceptable to the agency issuing the Title Policy. Buyer shall have through the later of: (x) fifteen (15) Business Days after receipt of the Exception Documents and the Survey or (y) the end of the Study Period (the “Title Review Period”), to approve or disapprove in writing the Title Report and Survey with respect to the Property, with any such notice (the “Title Objection Notice”) of disapproval specifying the Exception Documents or other matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report or Survey with respect to the Property within the required time shall be deemed disapproval by Buyer thereof and the same shall be deemed an objection. Within before five (5) business days after receipt from the execution of the Title Defect Notice, Seller will notify Buyer which of the Title Defects, if any, that Seller agrees to cure at or before Closing. If Seller fails to give such notice within such five (5) business day periodthis Agreement, Seller shall be deemed have delivered to have elected not Buyer a copy of its title commitment or policy for the Property (complete with copies of all exceptions to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Propertytitle), and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) business days after the receipt of same, Buyer shall secure a current title commitment (the "Title Binder") from the Title Company, and shall have until the Inspection Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (hereinafter defined), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of Seller’s election title to the Property or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (or the "Title Objections"). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have until the date which is ten (10) days after the expiration date of Seller’s five the Disapproval Notice (5the "Title Cure Expiration Date") day notification period if Seller does not issue notice of election), in which to cure or eliminate all items which Buyer shall, by written notice to Seller, elect either (a) to close the transaction contemplated hereby without any deduction disapproves in the Purchase Price (but without prejudice Disapproval Notice, and to Buyer’s right, furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in its sole discretion, to elect interest to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoever, whereupon Escrow Agent shall refund eliminate the balance of the Deposit to Buyer, this Agreement shall terminate and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing same at or prior to expiration the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the applicable ten immediately preceding sentence, Buyer, nevertheless, may elect (10at or prior to the Closing) day period shall be deemed to be an election consummate the transaction provided for in this Agreement subject to take any such Title Objection(s) as may exist as of the action described in Closing with a credit against the foregoing clause (b)Purchase Price equal to the sum necessary to remove any lien of a fixed or ascertainable amount . If Buyer elects shall not so elect, Buyer may terminate this Agreement by notice in writing to take Seller, whereupon the action described in clause (a) of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing Deposit shall be a Permitted Encumbrance, and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable immediately refunded to Buyer, Buyer mayand this Agreement shall be null and void, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in parties hereto shall be relieved of all further obligations and liability under this Section shall apply thereto. If any of the time periods set forth in this section extend beyond the expiration of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this SectionAgreement.

Title Binder. Seller SELLER shall provide have fifteen (15) business days after the date of this Agreement to Buyer, cause Chicago Title Insurance Company and/or other nationally recognized title companies selected by SELLER and acceptable to BUYER in accordance its sole and absolute discretion (“Title Company”) to issue and deliver to BUYER a binder or binders with Section 12.1(a), a copy legible copies of the following to the extent the same are within Seller’s possession: (i) all currently effective deeds vesting title insurance policies and copies of all exceptionsin, and conveying title from, SELLER and all instruments affecting title attached thereto (ii) plats and surveys in their possession that relate to the Property and the Facility. Buyer shall have the right to securecollectively, at its sole cost and expense the following: (1) recent ALTA/ACSM Land “Title survey for the Property (the “SurveyBinder”), and (2) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of committing the Title Company with results of special Tax search to issue in BUYER’s favor an ALTA title insurance policy or policies insuring BUYER’s interest in the Premises (collectively, the “Title Report”) to issue to Buyer a 2006 ALTA form of Owner’s Policy of Title Insurance (with the general exceptions deleted), subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price or such lesser (it being agreed that separate policies may be issued for each portion(s) of the Premises that are owned by each of Parent and its Selling Subsidiaries so long as the aggregate amount attributable of the title insurance is equal to 100% of the Property, as identified by Buyer, in its discretion. The Title Policy Purchase Price and provided that the issuance of separate policies shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval not delay the delivery of any title exceptions pursuant to this section (the “Endorsements”Survey). The amounts of re-insurance obtained by the Title Report Company and the title companies providing such re-insurance shall be obtained with legible copies of all recorded exceptions to title referred to therein reasonably acceptable to the extent reasonably available (the “Exception Documents”)Parties. Seller will cause all standard exceptionsAssuming that BUYER does not terminate this Agreement pursuant to Section 7.x.xxx, other than the survey exceptionthen, to be deleted from the Title Policy at the Closing. If Buyer desires to have the survey exception deleted, Buyer BUYER shall pay all costs associated with the preparation of the Survey in a form acceptable accept title to the agency issuing Premises and the Title Policy, subject to the following (collectively, “Title Exceptions”): i. Real property taxes, assessments and special district levies that are not yet due and payable, for the year in which the Closing occurs, and for subsequent years; and ii. Buyer shall have through All of those certain matters set forth on Schedule B-II to the later of: (x) fifteen (15) Business Days after receipt Title Binder and any updates thereof and any matters that may be shown by the Survey, in each case, as of the Exception Documents and the Survey or (y) the end of the Study Period (the “Title Review Period”)Closing Date, subject to approve or disapprove in writing the Title Report and Survey with respect SELLER’s obligation to the Property, with any such notice (the “Title Objection Notice”) of disapproval specifying the Exception Documents or other matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report or Survey with respect to the Property within the required time shall be deemed disapproval by Buyer thereof and the same shall be deemed an objection. Within five (5) business days after receipt of the Title Defect Notice, Seller will notify Buyer which of the cure Curable Title Defects, if any, that Seller agrees as defined in and pursuant to cure at or before ClosingSection 5.c. If Seller fails to give such notice within such five (5) business day period, Seller shall be deemed to have elected not to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Property, and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) days after receipt of notice of Seller’s election (or ten (10) days after the expiration of Seller’s five (5) day notification period if Seller does not issue notice of election), Buyer shall, by written notice to Seller, elect either (a) to close the transaction contemplated hereby without any deduction in the Purchase Price (but without prejudice to Buyer’s right, in its sole discretion, to elect to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoever, whereupon Escrow Agent shall refund the balance of the Deposit to Buyer, this Agreement shall terminate and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing at or prior to expiration of the applicable ten (10) day period shall be deemed to be an election to take the action described in the foregoing clause (b). If Buyer elects to take the action described in clause (a) of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing shall be a Permitted Encumbrance, and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this section extend beyond the expiration of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectionbelow.

Title Binder. Seller Buyer has secured a current title commitment (the "Title Binder") from the Title Company, and shall provide have until the Inspection Period Expiration Date (as hereinafter defined in Section VII.(C) to Buyerexamine the condition of title, in accordance with Section 12.1(a), a copy of including the following to the extent the same are within Seller’s possession: (i) all currently effective title insurance policies terms and copies provisions of all exceptionsitems and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (ii) plats and surveys in their possession that relate to the Property and the Facility. Buyer shall have the right to secure, at its sole cost and expense the following: (1) recent ALTA/ACSM Land Title survey for the Property (the “Survey”hereinafter defined), and (2) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of the Title Company with results of special Tax search (collectively, the “Title Report”) to issue to Buyer a 2006 ALTA form of Owner’s Policy of Title Insurance (with the general exceptions deleted), subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price or such lesser amount attributable to the Property, as identified by Buyer, in its discretion. The Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to this section (the “Endorsements”). The Title Report shall be obtained with legible copies of all recorded exceptions to title referred to therein to the extent reasonably available (the “Exception Documents”). Seller will cause all standard exceptions, other than the survey exception, to be deleted from the Title Policy at the Closing. If Buyer desires to have the survey exception deleted, Buyer shall pay all costs associated with the preparation of the Survey in a form acceptable to the agency issuing the Title Policy. Buyer shall have through the later of: (x) fifteen (15) Business Days after receipt of the Exception Documents and the Survey or (y) the end of the Study Period (the “Title Review Period”), to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in writing the Title Report and Survey with respect a notice given to the Property, with any such notice Seller (the “Title Objection "Disapproval Notice”") identifying the condition of disapproval specifying the Exception Documents or other matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report or Survey with respect title to the Property within or any of the required time shall be deemed disapproval terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer thereof and (the same shall be deemed an objection"Title Objections"). Within five (5) business days after receipt Subject to the provisions of the Title Defect Notice, Seller will notify Buyer which succeeding portion of the Title Defects, if any, that Seller agrees to cure at or before Closing. If Seller fails to give such notice within such five (5) business day periodthis Section VII.A., Seller shall be deemed to have elected not to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Property, and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of until the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) days after receipt of notice of Seller’s election (or ten (10) days after the expiration date of Seller’s five the Disapproval Notice (5the "Title Cure Expiration Date") day notification period if Seller does not issue notice of election), in which to cure or eliminate all items which Buyer shall, by written notice to Seller, elect either (a) to close the transaction contemplated hereby without any deduction disapproves in the Purchase Price (but without prejudice Disapproval Notice, and to Buyer’s right, furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in its sole discretion, to elect interest to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoever, whereupon Escrow Agent shall refund eliminate the balance of the Deposit to Buyer, this Agreement shall terminate and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing same at or prior to expiration the Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the applicable ten immediately preceding sentence, Buyer, nevertheless, may elect (10at or prior to the Closing) day period to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove such Title Objection(s), and Seller shall be deemed remain liable (which liability shall survive the Closing) for the cost of removing any such Title Objection in excess of the credit granted against the cash portion of the Purchase Price, and Seller shall reimburse Buyer for any and all costs, claims, damages, obligations, liabilities and expenses (including, without limitation, reasonable legal fees and expenses) incurred by Buyer with respect to be an election to take the action described in the foregoing clause (bTitle Objection(s). If Buyer elects shall not so elect, Buyer may terminate this Agreement by notice in writing to take Seller, whereupon the action described in clause (a) of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing Deposit shall be a Permitted Encumbrance, and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable immediately refunded to Buyer, Buyer mayand this Agreement shall be null and void, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in parties hereto shall be relieved of all further obligations and liability under this Section shall apply thereto. If any of the time periods set forth in this section extend beyond the expiration of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this SectionAgreement.

Title Binder. Seller shall provide to Buyer, in accordance with Section 12.1(a), a copy of the following to the extent the same are within Seller’s possession: (i) all currently effective title insurance policies and copies of all exceptions, and (ii) plats and surveys in their possession that relate to the Property and the Facility. Buyer shall have the right to secure, at its sole cost and expense the following: (1) recent ALTA/ACSM Land Title survey for the Property (the “Survey”), and (2) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of the Title Company with results of special Tax search (collectively, the “Title Report”) to issue to Buyer a 2006 ALTA form of Owner’s Policy of Title Insurance (with the general exceptions deleted), subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price or such lesser amount attributable to the Property, as identified by Buyer, in its discretion. The Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to this section (the “Endorsements”). The Title Report shall be obtained with legible copies of all recorded exceptions to title referred to therein to the extent reasonably available (the “Exception Documents”). Seller will cause all standard exceptions, other than the survey exception, to be deleted from the Title Policy at the Closing. If Buyer desires to have the survey exception deleted, Buyer shall pay all costs associated with the preparation of the Survey in a form acceptable to the agency issuing the Title Policy. Buyer shall have through the later of: (x) Within fifteen (15) Business Days business days after Buyer's receipt of a fully executed copy of this Agreement from Seller, Buyer shall secure a current title commitment (the Exception Documents "Title Binder") from the Title Company, and shall have until the Review Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey or (y) the end of the Study Period (the “Title Review Period”hereinafter defined), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in writing the Title Report and Survey with respect a notice given to the Property, with any such notice Seller (the “Title Objection "Disapproval Notice”") identifying the condition of disapproval specifying the Exception Documents or other matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report or Survey with respect title to the Property within or any of the required time shall be deemed disapproval terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer thereof and (the same shall be deemed an objection"Title Objections"). Within five (5) business days after receipt Subject to the provisions of the Title Defect Notice, Seller will notify Buyer which succeeding portion of the Title Defects, if any, that Seller agrees to cure at or before Closing. If Seller fails to give such notice within such five (5) business day periodthis Section 7.1, Seller shall be deemed to have elected not to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Property, and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of until the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) days after receipt of notice of Seller’s election (or ten (10) days after the expiration date of Seller’s five the Disapproval Notice (5the "Title Cure Expiration Date") day notification period if Seller does not issue notice of election), in which to cure or eliminate all items which Buyer shall, by written notice to Seller, elect either (a) to close the transaction contemplated hereby without any deduction disapproves in the Purchase Price (but without prejudice Disapproval Notice, and to Buyer’s right, furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in its sole discretion, to elect interest to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoever, whereupon Escrow Agent shall refund eliminate the balance of the Deposit to Buyer, this Agreement shall terminate and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing same at or prior to expiration of the applicable ten (10) day period shall be deemed to be an election to take the action described in the foregoing clause (b). If Buyer elects to take the action described in clause (a) of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing shall be a Permitted Encumbrance, and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the immediately preceding sentence, Buyer, nevertheless, may elect (at any time or prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (Closing) to consummate the transaction provided for in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect this Agreement subject to any New such Title Defect only and the process described in this Section shall apply thereto. If any Objection(s) as may exist as of the time periods set forth Closing with a credit against the Purchase Price equal to the sum necessary to remove any Title Objection(s) of a fixed or ascertainable amount, and Seller shall remain liable (which liability shall survive the Closing) for the cost of removing any such Title Objection in this section extend beyond the expiration excess of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return credit granted against the cash portion of the Deposit) on the terms set forth in this Section.Purchase Price,

Title Binder. Seller Buyer has ordered, or shall provide to Buyer, in accordance with Section 12.1(a)promptly order upon Seller's execution and delivery of this Agreement, a copy current title commitment (the "Title Binder") from the Title Company, and shall have twenty (20) days from Buyer's receipt of the following to the extent the same are within Seller’s possession: (i) all currently effective title insurance policies Title Binder and complete copies of all exceptionsunderlying documentation to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and (ii) plats all information regarding title and surveys in their possession that relate to matters on the Property and ground as disclosed on such survey of the Facility. Premises as Buyer shall have the right to secure, at its sole cost and expense the following: (1) recent ALTA/ACSM Land Title survey for the Property may secure (the “"Survey”"), and (2) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of the Title Company with results of special Tax search (collectively, the “Title Report”) to issue to Buyer a 2006 ALTA form of Owner’s Policy of Title Insurance (with the general exceptions deleted), subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price or such lesser amount attributable to the Property, as identified by Buyer, in its discretion. The Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to this section (the “Endorsements”). The Title Report shall be obtained with legible copies of all recorded exceptions to title referred to therein to the extent reasonably available (the “Exception Documents”). Seller will cause all standard exceptions, other than the survey exception, to be deleted from the Title Policy at the Closing. If Buyer desires to have the survey exception deleted, Buyer shall pay all costs associated with the preparation of the Survey in a form acceptable to the agency issuing the Title Policy. Buyer shall have through the later of: (x) fifteen (15) Business Days after receipt of the Exception Documents and the Survey or (y) the end of the Study Period (the “Title Review Period”), to approve or disapprove in writing the Title Report and Survey with respect to the Property, with same. If Buyer identifies any such notice (the “Title Objection Notice”) of disapproval specifying the Exception Documents monetary liens or other encumbrances or determines that any matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report Binder would, in Buyer's sole but good faith judgment, materially or Survey substantially impair or interfere with respect Buyer's intended use of the Premises or subsequent disposition or development thereof, such disapproval shall be set forth in a notice given to Seller (the "Disapproval Notice") identifying the condition of title to the Property within or any of the required time shall be deemed disapproval terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer thereof and (the same shall be deemed an objection"Title Objections"). Within five (5) business days after receipt Subject to the provisions of the Title Defect Notice, Seller will notify Buyer which succeeding portion of the Title Defects, if any, that Seller agrees to cure at or before Closing. If Seller fails to give such notice within such five (5) business day periodthis Section, Seller shall be deemed to have elected not to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Property, and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of until the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) days after receipt of notice of Seller’s election (or ten (10) days after the expiration date of Seller’s five the Disapproval Notice (5the "Title Cure Expiration Date") day notification period if Seller does not issue notice of election), in which to cure or eliminate all items which Buyer shall, by written notice to Seller, elect either (a) to close the transaction contemplated hereby without any deduction disapproves in the Purchase Price (but without prejudice Disapproval Notice, and to Buyer’s right, furnish evidence satisfactory to Buyer and Title Company that all such items have been cured or eliminated or that arrangements have been made with Title Company and any parties in its sole discretion, to elect interest to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoever, whereupon Escrow Agent shall refund eliminate the balance of the Deposit to Buyer, this Agreement shall terminate and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing same at or prior to expiration Closing. If Seller fails to remove any Title Objection in accordance with the provisions of the applicable ten (10immediately preceding sentence, Buyer nevertheless may elect to consummate the transaction provided for in this Agreement subject to any such Title Objection(s) day period shall be deemed to be an election to take as may exist as of Closing, with a credit against the action described Purchase Price in the foregoing clause (b)full amount necessary to discharge any lien or other monetary encumbrance of a fixed or ascertainable amount. If Buyer elects shall not so elect, Buyer may terminate this Agreement by notice in writing to take Seller, whereupon the action described in clause (a) of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing Deposit shall be a Permitted Encumbrance, and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable immediately refunded to Buyer, Buyer mayand this Agreement shall be null and void, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section parties hereto shall apply thereto. If any be relieved of the time periods set forth in this section extend beyond the expiration of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectionall further obligations.

Title Binder. Seller shall provide to Buyer, in accordance with Section 12.1(a), a copy of the following to the extent the same are within Seller’s possession: (i) all currently effective title insurance policies and copies of all exceptions, and (ii) plats and surveys in their possession that relate to the Property and the Facility. Buyer shall have the right to secure, at its sole cost and expense the following: (1) recent ALTA/ACSM Land Title survey for the Property (the “Survey”), and (2) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of the Title Company with results of special Tax search (collectively, the “Title Report”) to issue to Buyer a 2006 ALTA form of Owner’s Policy of Title Insurance (with the general exceptions deleted), subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price or such lesser amount attributable to the Property, as identified by Buyer, in its discretion. The Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to this section (the “Endorsements”). The Title Report shall be obtained with legible copies of all recorded exceptions to title referred to therein to the extent reasonably available (the “Exception Documents”). Seller will cause all standard exceptions, other than the survey exception, to be deleted from the Title Policy at the Closing. If Buyer desires to have the survey exception deleted, Buyer shall pay all costs associated with the preparation of the Survey in a form acceptable to the agency issuing the Title Policy. Buyer shall have through the later of: (x) fifteen (15) Business Days after receipt of the Exception Documents and the Survey or (y) the end of the Study Period (the “Title Review Period”), to approve or disapprove in writing the Title Report and Survey with respect to the Property, with any such notice (the “Title Objection Notice”) of disapproval specifying the Exception Documents or other matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report or Survey with respect to the Property within the required time shall be deemed disapproval by Buyer thereof and the same shall be deemed an objection. Within five (5) business days after Buyer's receipt of a fully executed copy of this Agreement from Seller, Buyer shall secure a current title commitment (the "Title Binder") from the Title Defect Company, and shall have until the Inspection Period Expiration Date (as hereinafter defined) to examine the condition of title, including the terms and provisions of all items and documents referred to in the Title Binder, and all information regarding title as disclosed on the Survey (as defined in Section 7.3 below), and to approve or disapprove the same. If Buyer shall disapprove the condition of title, such disapproval shall be set forth in a written notice given to Seller (the "Disapproval Notice, Seller will notify Buyer which ") on or before the Inspection Period Expiration Date (as defined in Section 7.3 below) identifying the condition of title to the Premises or any of the terms, provisions or contents of said items, documents or Survey which are disapproved by Buyer (the "Title Defects, if any, that Seller agrees Objections"). Subject to cure at or before Closing. If Seller fails to give such notice within such five (5) business day periodthe provisions of the succeeding portion of this Section 7.1, Seller shall be deemed to have elected not to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Property, and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of until the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) days after receipt of notice of Seller’s election (or ten (10) days after the expiration date of Seller’s five the Disapproval Notice (5the "Title Cure Expiration Date") day notification period if in which to cure or eliminate all items which Buyer disapproves in the Disapproval Notice, and to furnish evidence satisfactory to Buyer and the Title Company that all such items have been cured or eliminated or that arrangements have been made with the Title Company and any parties in interest to cure or eliminate the same at or prior to the Closing. If Seller does not issue notice fails to remove any Title Objection in accordance with the provisions of election)the immediately preceding sentence, Buyer shallBuyer, by written notice nevertheless, may elect at or prior to Seller, elect the Closing as its sole and exclusive remedy either (a) to close consummate the transaction contemplated hereby without provided for in this Agreement subject to any deduction in such Title Objection(s) as may exist as of the Closing with a credit against the Purchase Price equal to the sum necessary to remove any Title Objection(s) of a fixed or ascertainable amount up to $100,000 (except there shall be no dollar limitation with respect to mortgage liens or liens hereafter created by Seller), but without prejudice with no other diminution of or adjustment to Buyer’s rightthe Purchase Price, in its sole discretion, to elect to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoeverby notice in writing to Seller, whereupon Escrow Agent shall refund the balance of the Deposit shall be immediately refunded to Buyer, and this Agreement shall terminate be null and void, and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing at or prior to expiration of the applicable ten (10) day period hereto shall be deemed to be an election to take the action described in the foregoing clause (b). If Buyer elects to take the action described in clause (a) relieved of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing shall be a Permitted Encumbrance, all further obligations and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, liability under this Agreement except as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this section extend beyond the expiration of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this SectionSection 7.4 below.

Title Binder. Seller shall provide to Buyer, in accordance with Section 12.1(a), a copy of the following to the extent the same are within Seller’s possession: SELLER has received Chicago Title Insurance Company (i) all currently effective title insurance policies and copies of all exceptions, and (ii) plats and surveys in their possession that relate to the Property and the Facility. Buyer shall have the right to secure, at its sole cost and expense the following: (1) recent ALTA/ACSM Land “Title survey for the Property (the “SurveyCompany”), and Commitment Report No. 300804668 (2Version No. 5 with an effective date of June 17, 2010) preliminary report on title for the Property, issued by Title Insurer, which preliminary report shall contain a commitment of the Title Company with results of special Tax search Premises (collectively, the “Title ReportBinder”) ), together with copies of the exceptions set forth therein, committing the Title Company to issue to Buyer a 2006 in BUYER’s favor an ALTA form of Ownertitle insurance policy or policies insuring BUYER’s Policy of Title Insurance interest in the Premises (with the general exceptions deleted)collectively, subject only to such exceptions as Buyer shall have approved pursuant to this Section 7.2(a) (the “Title Policy”) insuring the interest of Buyer in the Property in the amount of the Purchase Price or such lesser (it being agreed that separate policies may be issued for each portion(s) of the Premises that are owned by each of Parent and its Selling Subsidiaries so long as the aggregate amount attributable of the title insurance is equal to 100% of the Property, as identified by Buyer, in its discretion. The Title Policy shall provide full coverage against all labor, mechanics’ and materialmen’s liens, and contain such endorsements as Buyer may reasonably require, including any endorsements required as a condition to Buyer’s approval of any title exceptions pursuant to this section (the “Endorsements”Purchase Price). The Title Report shall be obtained with legible copies Binder is acceptable to and approved by BUYER and BUYER hereby waives any objections thereto. Prior to Closing, BUYER may request updates of all recorded exceptions to title referred to therein to the extent reasonably available (the “Exception Documents”). Seller will cause all standard exceptions, other than the survey exception, to be deleted from the Title Policy at the Closing. If Buyer desires Binder from time to have the survey exception deleted, Buyer shall pay all costs associated with the preparation of the Survey in a form acceptable to the agency issuing the Title Policy. Buyer shall have through the later of: (x) fifteen (15) Business Days after receipt of the Exception Documents and the Survey or (y) the end of the Study Period time (the “Title Review PeriodUpdates”), . BUYER shall provide SELLER with written notice of any objections to approve or disapprove in writing the Title Report and Survey with respect to the Property, with any such notice (the “Title Objection Notice”) of disapproval specifying the Exception Documents or other matters to which Buyer objects. The failure of Buyer to approve any lien or other matter reflected in the Title Report Updates or Survey with respect to the Property Updates within the required time shall be deemed disapproval by Buyer thereof and the same shall be deemed an objection. Within five ten (510) business days after receipt of the same, but in no event later than the Closing Date, it being agreed that (A) BUYER may only object to matters that (i) have not already been approved or deemed approved by BUYER in the Title Defect Notice, Seller will notify Buyer which Binder or the Surveys or any prior Title Updates or Survey Updates and (ii) render all or a portion of the Premises unsuitable for BUYER’s purposes, unmarketable, or uninsurable (without additional cost to BUYER, unless SELLER elects to pay such insurance costs) or contains obligations that are prohibited by law as applied to BUYER - it being agreed that, in no event shall BUYER have the right to object to any judicial, administrative or legal proceedings that are listed as exceptions or requirements to resolve in the Title Updates or Survey Updates, including, without limitation, any proceedings that challenge SELLER’s or BUYER’s ability to consummate, perform or fund the transaction contemplated by this Agreement, provided, however, that BUYER shall have the right to object to such proceedings described in Section 7.a.ix or Section 00.x.xx or that challenge or dispute SELLER’s title to the Premises to the extent the same meets the requirements of clauses (i) and (ii) above and are raised in any Title Updates or Survey Updates, and (B) BUYER shall be deemed to have accepted the matters disclosed in the Title Updates or Survey Updates to the extent BUYER does not timely provide notice of such objections within such 10 business day period (any timely objections to Survey Updates and Title Updates as provided above are collectively referred to herein as the “Objections”). The amounts of re-insurance obtained by the Title Company and the title companies providing such re- insurance shall be reasonably acceptable to the Parties. Assuming that BUYER does not terminate this Agreement pursuant to Section 7.x.xxx, then, at the Closing, BUYER shall accept title to the Premises and the Title Policy, subject to the following (collectively, “Title Exceptions”): i. Real property taxes, assessments and special district levies that are not yet due and payable, for the year in which the Closing occurs, and for subsequent years; and ii. All of those certain matters set forth on Schedule B-II to the Title Binder and any updates thereof and any matters that may be shown by the Surveys, in each case, as of the Closing Date, subject to SELLER’s obligation to cure Curable Title Defects, if any, that Seller agrees as defined in and pursuant to cure at or before ClosingSection 5.c. If Seller fails to give such notice within such five (5) business day period, Seller shall be deemed to have elected not to satisfy the Title Defects. At or before Closing, Seller covenants and agrees to satisfy any and all Title Defects which Seller agreed to satisfy as set forth above. Notwithstanding anything herein to the contrary, at or before Closing, Seller covenants and agrees (i) to pay in full all ad valorem taxes and assessments of any kind constituting a lien against the Property, (ii) to cause to be released any mortgages, deeds of trust, or deeds to secure debt which encumber the Property, and (iii) to cause to be cancelled and discharged (1) any mechanics’, contractors’ or similar liens which encumber the Property as of the date of Closing (except for any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to remove), (2) any judgment liens which encumber the Property or (3) any other monetary encumbrances, assessments and/or indebtedness (the matters referenced in the foregoing clauses (i) through (iii) are collectively referred to herein as “Monetary Liens”), regardless of whether Buyer objects to such Monetary Liens. In the event that Seller fails to cure any such Monetary Lien at Closing, Buyer shall be entitled, but in no event obligated, to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit against the Purchase Price the amount so paid. In no event shall a Monetary Lien constitute a Permitted Encumbrance hereunder. In the event Seller does not elect (or is deemed not to have elected) to satisfy or cure any Title Defect of which it is notified, or in any event, Seller fails to cure or remove any Title Defect which Seller agrees or is required to cure, then within ten (10) days after receipt of notice of Seller’s election (or ten (10) days after the expiration of Seller’s five (5) day notification period if Seller does not issue notice of election), Buyer shall, by written notice to Seller, elect either (a) to close the transaction contemplated hereby without any deduction in the Purchase Price (but without prejudice to Buyer’s right, in its sole discretion, to elect to cure outstanding Monetary Liens at Closing, as set forth herein) or (b) to terminate this Agreement without further liability whatsoever, whereupon Escrow Agent shall refund the balance of the Deposit to Buyer, this Agreement shall terminate and the parties shall have no further rights or obligations hereunder (except for such rights and obligations which expressly survive the termination hereof). Buyer’s failure to elect either such option in writing at or prior to expiration of the applicable ten (10) day period shall be deemed to be an election to take the action described in the foregoing clause (b). If Buyer elects to take the action described in clause (a) of the previous sentence, then any Title Defect which Seller does not agree to cure at or before Closing shall be a Permitted Encumbrance, and any Title Defect which Seller does agree to cure shall not be a Permitted Encumbrance. Buyer shall have the right to re-examine title to the Property through the date of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Title Report or Survey and such new, updated or supplemental Title Report or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Title Report or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this section extend beyond the expiration of the Study Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectionbelow.