Common use of Title Defects Clause in Contracts

Title Defects. If the Title Commitment, Survey discloses exceptions to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which Seller shall cause to be removed at Closing, Purchaser shall so notify Seller within ten (10) days following Purchaser’s receipt of the latest to be received of the Title Commitment and the Survey (the “Title Objection Date”), and Seller shall have twenty (20) days from the date of such notice to have each such unpermitted exception to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty (20) day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations that expressly survive the termination of this Agreement and/or the Closing), or (ii) elect to accept title to the Property subject to such objectionable exception (with no reduction in the Purchase Price) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by either the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptions.

Title Defects. If After the Due Diligence Date, if any revision or update of any Title CommitmentCommitment or Survey, Survey including the new preliminary title reports, Title Commitments and Surveys obtained pursuant to Section 4(C) above, discloses exceptions to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which Seller shall cause to be removed at Closingother than Permitted Exceptions, Purchaser shall so notify Seller within ten on or before the fifth (105th) days following Purchaser’s business day after receipt of the latest to be received of the Title Commitment and the Survey (the “Title Objection Date”), and Seller shall have twenty (20) days from the date of such notice to have each such unpermitted exception to title removedsame, or to have the Title Insurer commit to insure over such unpermitted exceptionat Closing, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within if less than five (5) business days after such twenty remain from receipt of same and Closing (20) day periodthe "Objection Cut Off Date"), time being of the essence, and Seller, or a Joint Venture, as applicable, shall have until Closing (and may adjourn the Closing for such reasonable periods, not to exceed sixty (60) days in the aggregate) to have each such exception that is not a Permitted Exception to title removed or corrected in each case to the reasonable satisfaction of Purchaser, but subject to Section 4(E). Nothing herein shall require Seller or the Joint Ventures or any of their Subsidiaries to (i) bring any action or proceeding to remove any exception that is not a Permitted Exception or (ii) take any steps, or otherwise incur any expense, in excess of $100,000 for any one Property and $400,000 in the aggregate for all Properties (such cap amounts collectively, the "Title and Violations Cure Cap") to remove any exception that is not a Permitted Exception (except that Seller or a Joint Venture, as applicable, shall be obligated to remove any and all liens voluntarily placed by Seller or such Joint Venture or their respective Subsidiaries against any Property after the date of the applicable Title Commitment in violation of this Agreement and shall remove any other exceptions that are not Permitted Exceptions that: (I) are for liquidated amounts, (II) can be removed by the mere payment of money, and (III) would cost not more than the Title and Violations Cure Cap to remove). Any exception to title which Purchaser does not raise on or before the Objection Cut Off Date shall be deemed a Permitted Exception. If Seller or a Joint Venture, as applicable, fails to have each such exception that is not a Permitted Exception removed or corrected at or prior to Closing (as adjourned), Purchaser may at its sole and exclusive remedy in such eventoption at Closing (as adjourned), to either (ia) terminate this Agreement by written notice to Seller and the Joint Ventures, whereupon this Agreement all rights and obligations hereunder of each party shall cease and terminate and be null and void and of no further force or effect (except for any those rights and obligations hereunder that expressly survive the termination of this Agreement and/or the Closing)Agreement, or (iib) elect to accept title to the Property subject to such objectionable exception (with no as it then is without any reduction in in, abatement of, or credit against the Purchase Price) whereupon Price and such exception(s) which had been objected to exceptions shall be deemed approved and shall constitute Permitted Exceptions. If ; if Purchaser fails to make either such electionelection at Closing, Purchaser shall be deemed to have elected option (iib). Any matters disclosed by either the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptions.

Title Defects. If Purchaser acknowledges receipt of current title commitments (individually a "Title Commitment" and collectively the "Title Commitments") from the Title Commitment, Survey discloses exceptions Company and all back-up documents in connection therewith (the "Title Documents"). On or prior to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing the date which Seller shall cause to be removed at Closing, Purchaser shall so notify Seller within is ten (10) days following Purchaser’s receipt before the expiration of the latest Inspection Period, Purchaser shall submit to Sellers a written notice from Purchaser ("Title Notice") specifying any alleged defects in or objections to the title to the Real Property and Improvements which do not constitute Permitted Encumbrances. Purchaser shall be received deemed to have waived its right to object to any encumbrance or other title objection existing of record at the time of the Title Commitment Notice unless Purchaser shall have timely given to Sellers the Title Notice which specified Purchaser’s objection unless such encumbrance or other title objection was not listed in a Title Commitment. Each Seller shall cause any lien, including any existing financing, voluntarily created by such Seller (as distinguished from, for example, a mechanic’s lien asserted against the interest of a tenant in the Real Property and the Survey (the “Title Objection Date”), and Improvements to be paid at Closing. No Seller shall have twenty (20) days from the date of such notice any obligation to have each such unpermitted exception to title removed, cure any other alleged defect or to have objection raised in the Title Insurer commit to insure over such unpermitted exceptionNotice. Sellers shall, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty following receipt of the Title Notice, notify Purchaser of their intent to (20A) day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement whereupon this Agreement shall be null and void and of no further force remove any encumbrance or effect (except for any obligations that expressly survive the termination of this Agreement and/or the Closing), other title objection which is not a Permitted Encumbrance or (iiB) provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such encumbrances or other title objections or (C) elect to accept title to the Property subject to such objectionable exception do neither (with no reduction in the Purchase PriceA) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Exceptionsnor (B). If Purchaser fails to make either such election, Purchaser shall be deemed then have until the expiration of the Inspection Period to have elected option (ii). Any matters disclosed by either the Title Commitment waive any title objection a Seller has not agreed to cure or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptionsterminate this Agreement.

Title Defects. If the Title Commitment, the UCC Searches or any Survey (or any revision or update of any of them) discloses exceptions to title objectionable to Purchaserany of the Properties (including Additional Properties), in its reasonable discretionother than Permitted Exceptions, except for exceptions relating or any other title or survey matter which does not conform to Seller’s existing financing which Seller shall cause the requirements of this Agreement with respect to be removed at Closingany of the Properties or Additional Properties, Purchaser Acquiror shall so notify Seller within ten Contributor and Contributor may, at its election, undertake to eliminate such unacceptable defects, objections or exceptions, it being agreed that other than (10i) days following Purchaser’s receipt final, unappealable judgments against an Owner, (ii) mortgages or other liens which can be satisfied by payment of a liquidated amount, other than the latest mortgages securing the Existing Indebtedness, (iii) defects, objections or exceptions which can be removed by payments not to be received of exceed $25,000 for each Property including each Additional Property and not to exceed $100,000 in the Title Commitment aggregate for all title defects, and (iv) payments to the Survey mortgagees which are currently required pursuant to existing loan documents in order to cause the mortgagees to consent to Acquiror assuming the Assumed Indebtedness, and except as provided below, Contributor shall have no obligation to incur any expense or bring any action in connection with curing such defects, objections or exceptions. Other than the items described in (i) through (iv) above, which Contributor agrees to cure at its sole cost and expense without regard to the “Title Objection Date”cost thereof (other than as expressly set forth in item (iii)), and Seller shall have twenty (20) days from if after complying with the foregoing requirements, Contributor is unable to or elects not to eliminate all unacceptable defects, objections or exceptions in accordance with the terms of this Agreement on or before the date of such notice to have each such unpermitted exception to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five which is at least two (52) business days after such twenty (20) day periodprior to the Closing Date, the Second Closing Date or the Option Closing Date, as its sole and exclusive remedy in such eventthe case may be, Acquiror may elect either to either (ix) terminate this Agreement whereupon by giving written notice to Contributor (a "Termination Notice") and, upon such election, Acquiror shall immediately receive from Escrowee the Xxxxxxx Money, in which event this Agreement Agreement, without further action of the parties hereto, shall be become null and void and neither party shall have any further rights or obligations under this Agreement, except with respect to the indemnities contained in Section 9B (the "Surviving Indemnities"); (y) accept title subject to such unacceptable defects, objections or exceptions and receive no credit against or reduction of no further force the consideration to be given to Contributor hereunder; or effect (except for any obligations that expressly survive the termination of z) pursuant and subject to Section 10, delete and eliminate from this Agreement and/or any or all of the Closing)affected Properties or Additional Properties, at Acquiror's sole election, and with respect to such Properties or (ii) Additional Properties not so deleted, elect to accept title to the Property subject to such objectionable exception (with unacceptable defects, objections or exceptions and receive no credit against or reduction in of the Purchase Price) whereupon such exception(s) which had been objected consideration to shall be deemed approved and shall constitute Permitted Exceptionsgiven to Contributor hereunder. If Purchaser Acquiror fails to make either any such election, Purchaser and elects not to pursue its other rights and remedies as aforesaid, Acquiror shall be deemed to have elected option (ii). Any matters disclosed by either the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptionsx) above.

Title Defects. If (a) Buyer hereby confirms receipt of: (x) the Title Commitment, Survey discloses exceptions (y) copies of all documents referred to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which Seller shall cause to be removed at Closing, Purchaser shall so notify Seller within ten (10) days following Purchaser’s receipt of the latest to be received on Schedule B of the Title Commitment and the Survey (the “Title Objection Date”)as exceptions to coverage, and Seller (z) the Survey. On or prior to the expiration of the Due Diligence Period, Buyer shall have twenty the right to object in writing to any title matters that appear on the Title Commitment, the Survey, and any updates thereto (20) days from whether or not such matters constitute Permitted Exceptions). After the date expiration of such notice to have each such unpermitted exception to title removedthe Due Diligence Period, or to Buyer shall have the right to object in writing to any title matters which are not Permitted Exceptions if (i) such matters first appear on any update to the Title Insurer commit to insure over Commitment or Survey issued after the expiration of the Due Diligence Period, and (ii) such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect objection is made by Buyer within five (5) business days Business Days after such twenty updated Title Commitment or Survey is received by Buyer (20) day periodbut, as its sole and exclusive remedy in such any event, on or prior to the Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. (b) If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at Closing, Remove all Required Removal Exceptions. If Seller is unable to Remove any Required Removal Exceptions on or prior to the Closing, Buyer may at Closing elect to either (i) exercise Buyer's rights under Section 9.2, or (ii) accept such exceptions to title and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (c) With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer's notice of Buyer's title objections (but, in any event, on or prior to the Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer's title objections. If Seller elects or is deemed to have elected not to Remove one or more of Buyer's title objections, then, within five (5) Business Days after Seller's election or deemed election (but, in any event, on or prior to the Scheduled Closing Date), Buyer may elect in writing to either (i) terminate this Agreement whereupon this Agreement Agreement, in which event the Deposit shall be null and void and of paid to Buyer and, thereafter, the parties shall have no further force rights or effect (obligations hereunder except for any obligations that which expressly survive the termination of this Agreement and/or the Closing)Agreement, or (ii) elect waive such title objections and proceed to accept title to the Property subject to such objectionable exception (with no Closing without any reduction in of or credit against the Purchase Price) whereupon . Failure of Buyer to respond in writing within such exception(s) which had been objected to period shall be deemed approved an election by Buyer to waive such title objections and proceed to Closing. Any such title objection so waived (or deemed waived) by Buyer shall constitute a Permitted Exceptions. If Purchaser fails to make either such election, Purchaser Exception. (d) Seller shall be deemed entitled to one or more extensions of the Scheduled Closing Date (not to exceed thirty (30) days in the aggregate) for the purpose of the Removal of any exceptions to title. Seller shall have elected option (ii). Any matters disclosed by either the right to replace the Title Commitment or the Survey and not objected Company with another nationally recognized title insurance company reasonably satisfactory to by Purchaser on or before Buyer if the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted ExceptionsCompany fails or refuses to Remove any exceptions to title that Seller elects or is required to Remove.

Title Defects. If (a) Buyer shall obtain as soon as reasonably practicable and deliver a copy to Seller: (x) the Title Commitment, Survey discloses exceptions (y) copies of all documents referred to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which Seller shall cause to be removed at Closing, Purchaser shall so notify Seller within ten (10) days following Purchaser’s receipt of the latest to be received on Schedule B of the Title Commitment and the Survey (the “Title Objection Date”)as exceptions to coverage, and Seller (z) the Survey. Prior to the expiration of the Due Diligence Period, Buyer shall have twenty the right, it its sole discretion, to object in writing to any title matters that appear on the Title Commitment, the Survey, and any updates thereto (20) days from whether or not such matters constitute Permitted Exceptions). After the date expiration of such notice to have each such unpermitted exception to title removedthe Due Diligence Period, or to Buyer shall have the right, in Buyer’s sole discretion, to object in writing to any title matters which are not Permitted Exceptions if (i) such matters first appear on any update to the Title Insurer commit to insure over Commitment or Survey issued after the expiration of the Due Diligence Period, and (ii) such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect objection is made by Buyer within five (5) business days Business Days after such twenty updated Title Commitment or Survey is received by Buyer (20) day periodbut, as its sole and exclusive remedy in such any event, prior to the applicable Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at the applicable Closing, Remove all Required Removal Exceptions. If Seller is unable to Remove any Required Removal Exceptions prior to the applicable Closing, Buyer may at the applicable Closing elect to either (i) exercise Buyer’s rights under Section 9.2, or (ii) accept such exceptions to title and the applicable Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. (b) With respect to any title objections that are not Required Removal Exceptions, Seller may elect to Remove any such exceptions to title and Seller may notify Buyer in writing within five (5) Business Days after receipt of Buyer’s notice of Buyer’s title objections (but, in any event, prior to the applicable Scheduled Closing Date) whether Seller elects to Remove the same. Failure of Seller to respond in writing within such period shall be deemed an election by Seller not to Remove Buyer’s title objections. Any title objection that Seller elects in writing to Remove shall be deemed a Required Removal Exception. If Seller elects or is deemed to have elected not to Remove one or more of Buyer’s title objections (provided Seller shall not have the right to make this election with respect to any Required Removal Exception), then, within five (5) Business Days after Seller’s election or deemed election (but, in any event, prior to the applicable Scheduled Closing Date), Buyer may elect in writing to either (i) terminate this Agreement whereupon this Agreement Agreement, in which event the Deposit shall be null and void and of paid to Buyer and, thereafter, the parties shall have no further force rights or effect (obligations hereunder except for any obligations that which expressly survive the termination of this Agreement and/or the Closing)Agreement, or (ii) elect waive such title objections and proceed to accept title to the Property subject to such objectionable exception (with no applicable Closing without any reduction in of or credit against the Purchase Price) whereupon . Failure of Buyer to respond in writing within such exception(s) which had been objected to period shall be deemed approved an election by Buyer to waive such title objections and proceed to the applicable Closing. Any such title objection so waived (or deemed waived) by Buyer shall constitute a Permitted Exceptions. If Purchaser fails Exception. (c) Seller shall have the right to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by either replace the Title Commitment or the Survey and not objected Company with another nationally recognized title insurance company reasonably satisfactory to by Purchaser on or before Buyer if the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted ExceptionsCompany fails or refuses to Remove any exceptions to title that Seller elects or is required to Remove.

Title Defects. If the Title Commitment, Survey discloses exceptions to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which Seller Buyer shall cause to be removed at Closing, Purchaser shall so notify Seller of any Encumbrances or Survey matters Buyer reasonably finds objectionable within ten (10) 30 days following Purchaser’s after receipt of the latest to be received Commitment or within 30 days after receipt of the Title Commitment and Survey as the Survey (the “Title Objection Date”)case may be, and Seller shall have twenty until Closing to use its reasonable efforts to remove such Encumbrances or cure such Survey matters as are susceptible of being removed or cured (20whether by removal of the defect or insuring against the same in the Title Policy) days from the date and Seller shall not, however, be required to institute any court action to attempt to remove such objection or objections, nor shall Seller be required to expend any monies in excess of One Thousand Dollars ($1,000.00) to attempt to remove such notice to have each objection or objections. If Seller does not so remove such unpermitted exception to title removedEncumbrances or cure such Survey matters, or to then Buyer shall have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty (20) day period, as its sole and exclusive remedy in such event, to option of either (i) terminate waiving its objection(s) and completing this Agreement whereupon this Agreement transaction and accepting such title as Seller is able to convey, without reduction of the Purchase Price (unless such Encumbrances are liens or encumbrances for ascertainable amounts, in which event the amounts thereof shall be null and void and of no further force or effect (except for any obligations that expressly survive deducted from the termination of this Agreement and/or the ClosingPurchase Price), or (ii) elect to accept title terminating this Contract, in which event neither party shall have any further obligation to the Property subject to such objectionable exception (with no reduction in the Purchase Price) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii)other hereunder. Any matters disclosed by either the Title Commitment or the Survey and Encumbrance not objected to by Purchaser on Buyer, or before initially objected to but later accepted by Buyer, along with easements, reservations and restrictions of record, taxes, and assessments, general and special, not then due and payable, zoning laws, rights of the Title Objection Date public in and to any parts of the Land in streets, roads and alleys shall be deemed approved by Purchaser and shall constitute a “Permitted ExceptionsException.”

Title Defects. If, within the ten (10) day period following Seller’s notice to Buyer that Seller’s deed is ready for delivery, Buyer notifies Seller that Buyer has requested evidence of title to the premises or any portion thereof, the Buyer shall furnish to Seller at Buyer’s expense such evidence of title within thirty (30) days of said notice from Buyer in the form of an abstract of title or a title commitment, and a written statement specifying the matters or defects other than said permitted exception and reservations and other than such usual exceptions contained in Owner’s policies and the matters to which this sale is subject by the terms hereof, the time of payment of the balance of the purchase price shall be extended for a period of sixty (60) days after the receipt of said evidence of title and statement. If Seller is unable or unwilling to cure such matters or defects within said sixty (60) day period, and Buyer is unwilling to accept the Title Commitmentdeed subject to such matters or defects then either party may terminate this Agreement by serving written notice of termination upon the other party within fifteen (15) days thereafter and all further rights and liabilities under this Agreement shall cease and terminate except that Seller shall return the deposit to Buyer and Seller shall reimburse Buyer for the actual amount paid by Buyer, Survey discloses exceptions if any, to an abstractor for an abstract of title objectionable or to Purchasera title company for a title report (but not for title insurance), in its reasonable discretion, except for exceptions relating provided that said abstract or title report shall be delivered an assigned to Seller’s existing financing which . In the event said evidence of title shows no title defects, Buyer shall pay to Seller shall cause to be removed at Closing, Purchaser shall so notify Seller the purchase price within ten (10) days following Purchaser’s of receipt of the latest to be received said evidence of the Title Commitment and the Survey (the “Title Objection Date”)title, and Seller shall have twenty (20) days from the date of such notice to have each such unpermitted exception to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty (20) day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement whereupon this Agreement shall be null and void and of no further force or effect (except provided Seller’s deed is then ready for any obligations that expressly survive the termination of this Agreement and/or the Closing), or (ii) elect to accept title to the Property subject to such objectionable exception (with no reduction in the Purchase Price) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by either the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptionsdelivery.

Title Defects. If The Partnership shall have the right to review the ------------- Title CommitmentCommitments, Survey discloses exceptions UCC Searches or Surveys (or any revision or update of any of them) and to require the Sellers/Contributors to remove, correct, and cure any defects in the title objectionable or other such matters relating to Purchaserthe title that the Partnership determines, in its reasonable sole discretion, except for exceptions relating are unacceptable (including, but not limited to, such title defects or other such matters that the Partnership or the Company may have been informed of or known about prior to Seller’s existing financing which Seller the execution of this Agreement). The Partnership shall cause to be removed at Closing, Purchaser shall so notify Seller the Sellers/Contributors within ten (10) business days following Purchaser’s receipt of after the latest to be received Partnership receives the last of the Title Commitment and Commitments, UCC Searches or Surveys, as the Survey case may be for Properties to be transferred in a Closing, of any such defects or matters that the Partnership finds to be unacceptable, and, within fifteen (the “Title Objection Date”15) days of receiving such notice, but not later than five days prior to such Closing Date (whichever period is shorter), such Sellers/Contributors shall (i) as to any such exception or other matter of a nonmonetary nature, use reasonable efforts to remove, correct and Seller shall have twenty cure such defects or such other matters, and (20ii) days from the date as to any such defect or other matter of a monetary nature subject to Section 2.11.3, cause such notice lien or encumbrance or other matter to have each such unpermitted exception to title removedbe discharged and released, or to have "bond off" or post money with the Partnership's Title Insurer, such that the Title Insurer commit will "insure over" the lien or claim in question in all cases to insure over the reasonable satisfaction of the Partnership. If such unpermitted exceptionSeller/Contributor fails to remove, correct and cure such defects or to correct each such other matter. If within such 20-day periodmatters, Seller fails to have each such unpermitted exception removedthe Partnership may, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty (20) day period, at its option and as its sole and exclusive remedy in such eventremedy, to either (ix) terminate this Agreement whereupon Agreement, in which event this Agreement Agreement, without further action of the parties, shall be become null and void and of no neither party shall have any further force rights or effect obligations under this Agreement, (except for any obligations that expressly survive the termination of this Agreement and/or the Closing), or (iiy) elect to accept title to such Property and discharge or release any liens, encumbrances or other matters of a monetary nature or which may otherwise be discharged, released or removed by the Property subject payment of a monetary sum and reduce the Consideration Amount by the amount necessary to correct or cure such monetary liens, encumbrances or other matters, or (z) terminate this Agreement with respect to such objectionable exception Property and reduce the Consideration Amount by the Consideration Amount for such Property with respect to which the Sellers/Contributors fail to correct and cure such defects or other such matters, provided that, if the acquisition cost as set -------- forth on Schedule 1.2(a) of the Properties that the Partnership seeks to --------------- terminate pursuant to this clause (with no reduction z) aggregate in excess of fifteen percent (15%) of the Purchase Price) whereupon such exception(s) Aggregate Consideration Amount, Sellers/Contributors may, at their option and as their exclusive remedy terminate this Agreement, in which had been objected to event this Agreement, without further action of the parties, shall be deemed approved become null and void and neither party shall constitute Permitted Exceptionshave any further rights or obligations under this Agreement. If Purchaser the Partnership fails to make either any such election, Purchaser the Partnership shall be deemed to have elected the option contained in clause (iiz). Any matters disclosed by either Items identified in the Title Commitment Commitments, UCC Searches or Surveys to which the Survey and Partnership does not objected to by Purchaser on or before the Title Objection Date object shall be deemed approved by Purchaser and shall constitute Permitted referred to as the "Scheduled Exceptions."

Title Defects. If the Title Commitment, Survey the Lien Searches or the Survey, or any update of the Title Commitment, the Lien Searches or the Survey, at any time discloses exceptions to title objectionable to Purchaser, in its reasonable discretion, except for exceptions relating to Seller’s existing financing which Seller shall cause to be removed at Closingor any Defects other than Permitted Exceptions, Purchaser shall so notify Seller within ten in writing (10a "DISAPPROVAL NOTICE") days following Purchaser’s receipt on or before the end of the latest to be received of the Title Commitment and the Survey (the “Title Objection Date”), and Seller shall have twenty (20) days from the date of Inspection Period. Unless Purchaser sends such notice to have each such unpermitted exception to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If a Disapproval Notice within such 20-day time period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty (20) day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations that expressly survive the termination of this Agreement and/or the Closing), or (ii) elect to accept title to the Property subject to such objectionable exception (with no reduction in the Purchase Price) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have approved the Title Commitment, Lien Searches, and Survey. With respect to any Defects noted in a Disapproval Notice, Seller shall (a) cause any such Defects which are monetary liens of a fixed or ascertainable amount that may be removed by the payment of money, including, without limitation, judgment and mechanics' liens, to either be: (i) bonded and insured over, or (ii)removed at or prior to the Closing, and (b) notify Purchaser in writing within ten (10) days after receipt of the Disapproval Notice whether Seller will cause all or any of such other Defects to be removed or cured at or prior to Closing, and Seller shall be deemed to have elected option to remove or cure all other Defects by Closing if Seller does not notify Purchaser to the contrary in writing within such ten (10) day period. If Seller elects not to remove or cure all Defects, Purchaser may elect, in its sole discretion, (i) subject to satisfaction of the other conditions to Closing, to close the purchase of the Property, taking a deduction from the Purchase Price in the amount necessary to cure the monetary liens of a fixed or ascertainable amount that may be removed by the payment of money which Seller has not bonded and insured over, and to take title subject to the other Defects noted in the Disapproval Notice that Seller elects not to remove or cure, or (ii) to terminate this Agreement, in which event the Earnxxx Xxxey and all interest accrued thereon shall be immediately returned to Purchaser. If Seller elects to cure or remove any Defect, then Seller thereafter shall be obligated to do so as long as this Agreement is in effect. Seller shall have thirty (30) days to remove or cure any Defect that it has elected to remove or cure (or deemed to have elected to remove or cure). Any matters disclosed by either the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection The Closing Date shall be deemed approved by Purchaser extended as necessary to permit the parties to exercise their respective rights and shall constitute Permitted Exceptionsobligations pursuant to this Section 3.2.

Title Defects. If Buyer may order, at its sole cost and expense, a title commitment with respect to the Premises (the “Title Commitment”). Buyer shall give Seller a written notice of any objection to title (a “Title Notice”) prior to the expiration of the Inspection Period. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Title Commitment, Survey discloses exceptions to title objectionable to Purchaser, in its reasonable discretionNotice, except for exceptions relating the Monetary Liens referred to Seller’s existing financing in Section 4.4 of this Section 4 that are to be paid by Seller at or before Closing. Any encumbrance or other title exception or matter to which Buyer does not so object, shall thereafter be deemed a Permitted Encumbrance. Seller shall cause have the right, at its sole option, upon written notice to be removed at ClosingBuyer within five (5) days of receipt of Buyer’s Title Notice, Purchaser shall so notify Seller within to (A) defer the Closing for a period not exceeding ten (10) days following Purchaserafter the Closing Date to give Seller an opportunity, at Seller’s receipt sole option, of the latest either (i) attempting to be received of remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (ii) providing the Title Commitment and Company such assurances as the Survey Title Company requires to insure Buyer to Buyer’s satisfaction against any loss arising from such encumbrance or other title exception or matter, or (the “Title Objection Date”B) elect to do neither (i) nor (ii), and in which event Buyer shall have the election set forth in subparagraph 4.4 of this Section 4. Failure by Seller to deliver such notice shall be deemed an election under subpart (B) above. If Seller shall have elect to cure any title matter that is not a Permitted Exception, if necessary, the Date of Closing may be extended by Seller for up to twenty (20) days from the date of to allow Seller to attempt to cure such notice to have each such unpermitted exception to title removed, or to have the Title Insurer commit to insure over such unpermitted exception, or to correct each such other matter. If within such 20-day period, Seller fails to have each such unpermitted exception removed, insured over or corrected as aforesaid, Purchaser may elect within five (5) business days after such twenty (20) day period, as its sole and exclusive remedy in such event, to either (i) terminate this Agreement whereupon this Agreement shall be null and void and of no further force or effect (except for any obligations that expressly survive the termination of this Agreement and/or the Closing), or (ii) elect to accept title to the Property subject to such objectionable exception (with no reduction in the Purchase Price) whereupon such exception(s) which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (ii). Any matters disclosed by either the Title Commitment or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptions.