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. Attached as Exhibit B to this Agreement is a copy of Seller’s title insurance policy. Within ten (10) days after the Effective Date, Purchaser shall secure a current title commitment (the “Title Binder”) from Chicago Title Insurance Company (the “Title Company”) and provide Seller shall provide to Buyer, in accordance with Section 12.1(a), a copy of the following Title Binder. 7.1.1 If Purchaser’s Title Binder identifies any title exceptions or defects in title which are not acceptable to the extent the same are within Seller’s possession: Purchaser (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 “SurveyObjections”), Purchaser shall notify Seller in writing of such Title Objections at least seven (7) days prior to expiration of the Inspection Period Expiration Date and Seller shall notify Purchaser within two (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, Purchaser’s notice whether Seller will notify Buyer which of the Title Defects, if any, that Seller agrees correct such defects prior to cure at or before ClosingClosing (“Seller’s Notice”). If Seller fails to give cures such notice objections within such five the foregoing two (52) business day period, or, if Seller elects to cure such objections but they are not cured within such two (2) business day period, and Seller has commenced curing such objections and thereafter diligently proceeds to perfect such cure (but in no event beyond forty-five (45) days), then this Agreement shall continue in force and effect, and the Closing Date shall be adjusted accordingly. If Seller does not so notify Purchaser within the time specified, Seller shall be deemed to have elected not delivered to satisfy Purchaser, on the second (2nd) business day after receiving the Title Defects. At or before ClosingObjections, 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 Seller’s Notice stating that Seller is unwilling to cure the Title Objections. To the extent that Purchaser 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 provide written 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)a Title Objection, 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 Purchaser shall be deemed to be an election to take the action described in the foregoing clause (b)have waived such Title Objection and such Title Objection shall constitute a Permitted Exception. If Buyer elects Seller cannot correct such defects by Closing or chooses not to take the action described in clause (a) of the previous sentencecorrect such defects, then any Title Defect which Seller does not agree to cure at Purchaser may accept title as is without abatement 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 reduction of Closing. If at any time prior to the Closing Date, Buyer receives a new, updated Purchase Price 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 Purchaser 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.terminate

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 the Effective Date, Seller shall furnish to Purchaser a title insurance commitment (the “Title Binder”) issued by the Title Company showing good, indefeasible title in fee simple to the Property in Seller and committing to issue an ALTA Owner’s Title Policy to Purchaser, such Title Binder to specify all exceptions to title, including easements, liens, encumbrances, restrictions, conditions or covenants affecting the Property, together with copies of all such exceptions In the event any exceptions appear on the Title Binder that are not reasonably acceptable to Purchaser (referred to as “Objections”), Purchaser shall notify Seller in writing of such Objections within five (5) days after Purchaser’s 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 ClosingBinder. If Purchaser does not so notify Seller fails to give such notice of any Objections within such five (5) business day said period, Seller all Objections shall be waived and Purchaser shall be deemed to have elected accepted the Title Binder. If Purchaser does so notify Seller of any Objections within said period, Seller may deliver a written notice (a “Response”) to Purchaser within five (5) days after Seller’s receipt of the Objections, which Response shall state whether or not Seller shall cure the Objections (and the failure to provide such notice within five (5) days after Seller’s receipt of the Objections shall be deemed to constitute an election of Seller 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 effect any such liens which arise by, through or under Buyer, its contractors or consultants, which Seller shall have no obligation to removecure), (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 (is unable 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 unwilling to cure or remove any such title Objections prior to the Closing Date, Purchaser may either terminate this Contract by written notice to Seller and the Title Defect which Seller agrees or is required to cure, then Company within ten fifteen (10) days after receipt of notice of Seller’s election (or ten (1015) days after the expiration Effective Date, or Purchaser shall be deemed to have accepted such title as Seller is able or willing to deliver and the contingency contained in this Article V shall be forever waived. In the event of Seller’s five (5) day notification period if Seller does not issue notice termination of election)this Contract by Purchaser pursuant to the terms of this Article V, 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 (hereunder, except for such rights and obligations those which expressly survive any such termination. At or after closing, Purchaser shall receive from the termination hereof)Title Company an ALTA Owner’s Title Policy in conformity with the Title Binder (to the extent approved by Purchaser) and including an exception for the Lease Agreement–11 Commerce. Buyer’s failure Those title exceptions in the Title Binder which the Purchaser has accepted or are deemed accepted by Purchaser pursuant to elect either such option in writing at or prior to expiration of the applicable ten (10) day period this Article V 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 DefectExceptions”) 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 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.▇.▇▇▇, 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 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 ▇▇.▇.▇▇ 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.▇.▇▇▇, 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.

Title Binder. Seller shall provide to Buyer, in accordance with Section 12.1(a), Buyer has obtained a copy of the following to the extent the same are within Seller’s possession: (i) all currently effective current 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 PolicyBinder”) insuring from the interest Title Company, and shall have until that date which is ten (10) days following the Effective Date (as hereinafter defined) to examine the condition of Buyer title, including the terms and provisions of all items and documents referred to 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 liensBinder, and contain all information regarding title as disclosed on the Survey, and to approve or disapprove the same within such endorsements as ten (10) day period (other than any Permitted Exceptions identified on Exhibit “C” attached hereto, to which Buyer may reasonably requireshall have no right to object). If Buyer shall disapprove the condition of title within the aforesaid ten (10) day period, including any endorsements required as such disapproval shall be set forth in a condition notice given to Buyer’s approval of any title exceptions pursuant to this section Seller (the “EndorsementsDisapproval Notice”). The Title Report shall be obtained with legible copies ) identifying the condition 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 Property or any of the terms, provisions or contents of said items, documents or Survey in a form acceptable to the agency issuing the Title Policy. which are disapproved by 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 PeriodObjections”). Subject to the provisions of the succeeding portion of this Section 7.1, Seller shall have the right, but not the obligation, to approve or disapprove cure such objection(s) in writing its sole and absolute discretion until the Title Report and Survey with respect to date which is ten (10) business days after the Property, with any such notice Seller’s receipt of the Disapproval Notice (the “Title Objection NoticeCure Expiration Date”) 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 Buyer’s Disapproval Notice, Seller will shall notify Buyer which of the Title Defects, if any, that in writing whether Seller agrees elects to attempt to cure at or before Closingsuch objection(s). If Failure of Seller fails to give such notice within such said five (5) business 5)-business day period, Seller period shall be deemed an election by Seller not to cure such objection(s). If Seller elects or is 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 Closingobjection(s) specified in Buyer’s Disapproval Notice, Buyer shall be entitled, but in no event obligatedhave the following options, to pay such amount be given by written notice 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 business days after Buyer’s receipt of Seller’s notice electing not to cure such objection(s) (or, if Seller does not issue notice of election), Buyer shall, by written notice fails 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 deliver 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 maynotice, within five (5) business days after receiving the day on which Seller was required to deliver such newnotice): (i) to accept a conveyance of the Property subject to the matters Seller elects not to cure (but subject to the Permitted Exceptions identified on Exhibit “C”), updated or supplemental Title Report is deemed to have elected, not to cure (which such matter(s), together with the matters disclosed on Exhibit “C” attached hereto shall thereafter, collectively be deemed to be “Permitted Exceptions”), without reduction of the Purchase Price; or Survey, as the case may be, deliver (ii) to terminate this Agreement by sending written notice thereof to Seller another written and Escrow Agent, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be returned to Buyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for any obligations that expressly survive this Agreement. Notwithstanding anything to the contrary in the foregoing, at Closing, Seller will cause the Property to be released or otherwise discharged of record from the following: (i) all existing indebtedness of Seller secured by the Property, (ii) any liens on the Property for delinquent taxes or judgments against Seller, and (iii) any mechanics’ or similar liens for work performed by or on behalf of Seller or Seller’s general contractor ((i), (ii) and (iii) collectively, “Seller Liens”) and in no event will a Seller Lien be a Permitted Exception. Without limitation of Buyer’s objections with respect to any New Title Defect only and the process described rights in this Section shall apply thereto. If any of the time periods set forth in this section extend beyond the expiration of the Study PeriodAgreement, Buyer shall nevertheless be afforded have the right to proceed to Closing with a reduction in the Purchase Price to discharge any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectionoutstanding Seller Liens at Closing.

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,