Common use of Title Insurance and Survey Clause in Contracts

Title Insurance and Survey. (i) Prior to the Closing, the Company shall have obtained for the benefit of Buyer, in connection with the transfer of the property in Gaithersburg, Maryland listed on Schedule 1.6(i) (the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA title insurance policy with respect to the Property (the "Title Policy") and an insured closing letter to be issued to Buyer at the Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably acceptable to Buyer (the "Title Company") with a CLTA Form 100, Comprehensive Endorsement, or local equivalent, and (subject to Section 1.6(ii)) such other endorsements as may be available in Maryland and requested by Buyer prior to the Closing, which Title Policy shall (1) omit (or modify, so as to comply with the Company's representations in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called 'printed exceptions' (included among which, among others, are a survey exception and an exception for unrecorded leases, options, easements and other restrictions not of record), and (2) insure Buyer's acquisition of good and marketable fee title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted Encumbrances, the amount of the Title Policy to be in the amount of $10 million. In order to obtain such deletion (or such modification) of the 'printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the Title Company prior to the Closing such customary Owners' Title Affidavit as the Title Company may require to enable it to so delete (or so modify) the 'printed exceptions' (the "Title Affidavit"). The Title Policy shall be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to Buyer an ALTA Survey on the Property (the "Survey") and shall, as promptly and reasonably practicable following the date of this Agreement, and in any event no later than ten (10) days prior to the Closing Date, cause the Survey to be redated and certified to Buyer and deliver the same to Buyer. The cost of the Title Policy and the Survey shall be shared equally by Buyer and the Company. Except as otherwise provided in Section 4.8(i), all other costs associated with the transfer of the Properties (including all Closing costs) shall be borne by the Company. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (i) Prior to the Closingexceptions which, the Company under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have obtained for the benefit attached thereto complete, legible copies of Buyerall instruments noted as exceptions therein, in connection and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with the transfer a copy of the property in Gaithersburgtitle commitment and attachments, Maryland listed on Schedule 1.6(iand all subsequent revisions thereof, promptly upon receipt of same. (b) If (i) any of the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA Title Commitments reflect any exceptions to title insurance policy with respect to the Property (the "Title Policy") and an insured closing letter to be issued to Buyer at the Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably than Permitted Liens which are not acceptable to Buyer (the "Title Company") with a CLTA Form 100, Comprehensive Endorsementin Buyer’s sole discretion, or local equivalent, and (subject ii) the Survey to be obtained by Buyer pursuant to Section 1.6(ii)7.5(d) such other endorsements as may be available below discloses anything not acceptable to Buyer in Maryland and requested by Buyer Buyer’s sole discretion, or (iii) at any time prior to the Closing, which Title Policy shall (1) omit (or modify, so as title to comply with the Company's representations Seller’s interests in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called 'printed exceptions' (included among which, among others, are a survey encumbered by any exception and an exception for unrecorded leases, options, easements and other restrictions not of record), and (2) insure Buyer's acquisition of good and marketable fee to title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted EncumbrancesLiens, which was not on the amount initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the later of the Title Policy to be in the amount of $10 million. In order to obtain such deletion (or such modification) end of the 'printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the Title Company prior to the Closing such customary Owners' Title Affidavit as the Title Company may require to enable it to so delete (Due Diligence Period or so modify) the 'printed exceptions' (the "Title Affidavit"). The Title Policy shall be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to Buyer an ALTA Survey on the Property (the "Survey") and shall, as promptly and reasonably practicable following the date of this Agreement, and in any event no later than ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien. (c) In the event (x) Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to the later of March 31, 2009 or ten (10) days following the date of such Title Notice), Buyer shall have the option to: (i) accept Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (ii) pay any sum necessary to cure the Title Defect(s) or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, terminate this Agreement, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (d) Seller has previously provided Buyer with copies of any existing boundary surveys for the Property. Buyer may, at Buyer’s expense, order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, and shall be certified to Buyer, the Title Insurer and any Lender of Buyer by such surveyor; (ii) have one perimeter description for the Property; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Property; and (iv) disclose on the face thereof the gross and net acreage of the Property. (e) Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date, Date (ii) pay or cause the Survey to be redated paid in full all past due ad valorem taxes and certified assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer and deliver the same to Buyer. The cost assumes any of the Title Policy obligations secured by such instruments, and all judgments which have attached to and become a lien against the Survey Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be shared equally entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (f) At Closing, the Title Insurer shall be prepared to issue a title insurance policy in accordance with the Title Commitment, with all endorsements reasonably required by Buyer and the Company. Except with coverage over any “gap” period. (g) Title Expenses (as otherwise provided in Section 4.8(i), all other costs associated with the transfer of the Properties (including all Closing costsherein defined) shall be borne paid by the Companyparties in accordance with Section 9.4 hereof. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.

Title Insurance and Survey. (i) Prior to the Closing, the Company shall have obtained for the benefit of Buyer, in connection with the transfer of the property in Gaithersburg, Maryland listed on Schedule 1.6(i) (the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA title insurance policy with respect to the Property (the "Title Policy") and an insured closing letter to be issued to Buyer at the Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably acceptable to Buyer (the "Title Company") with a CLTA Form 100, Comprehensive Endorsement, or local equivalent, and (subject to Section 1.6(ii)) such other endorsements as may be available in Maryland and requested by Buyer prior to the Closing, which Title Policy shall (1) omit (or modify, so as to comply with the Company's representations in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called '`printed exceptions' (included among which, among others, are a survey exception and an exception for unrecorded leases, options, easements and other restrictions not of record), and (2) insure Buyer's acquisition of good and marketable fee title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted Encumbrances, the amount of the Title Policy to be in the amount of $10 million. In order to obtain such deletion (or such modification) of the '`printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the Title Company prior to the Closing such customary Owners' Title Affidavit as the Title Company may require to enable it to so delete (or so modify) the '`printed exceptions' (the "Title Affidavit"). The Title Policy shall be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to Buyer an ALTA Survey on the Property (the "Survey") and shall, as promptly and reasonably practicable following the date of this Agreement, and in any event no later than ten (10) days prior to the Closing Date, cause the Survey to be redated and certified to Buyer and deliver the same to Buyer. The cost of the Title Policy and the Survey shall be shared equally by Buyer and the Company. Except as otherwise provided in Section 4.8(i), all other costs associated with the transfer of the Properties (including all Closing costs) shall be borne by the Company. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (i) Prior to the Closingexceptions which, the Company under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have obtained for the benefit attached thereto complete, legible copies of Buyerall instruments noted as exceptions therein, in connection and shall be delivered promptly to Buyer upon receipt by Seller. Buyer shall furnish Seller with the transfer a copy of the property in Gaithersburgtitle commitment and attachments, Maryland listed on Schedule 1.6(iand all subsequent revisions thereof, promptly upon receipt of same. (b) If (i) any of the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA Title Commitments reflect any exceptions to title insurance policy with respect to the Property (the "Title Policy") and an insured closing letter to be issued to Buyer at the Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably than Permitted Liens which are not acceptable to Buyer (the "Title Company") with a CLTA Form 100, Comprehensive Endorsementin Buyer’s sole discretion, or local equivalent, and (subject ii) the Survey to be obtained by Buyer pursuant to Section 1.6(ii)7.5(d) such other endorsements as may be available below discloses anything not acceptable to Buyer in Maryland and requested by Buyer Buyer’s sole discretion, or (iii) at any time prior to the Closing, which Title Policy shall (1) omit (or modify, so as title to comply with the Company's representations Seller’s interests in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called 'printed exceptions' (included among which, among others, are a survey encumbered by any exception and an exception for unrecorded leases, options, easements and other restrictions not of record), and (2) insure Buyer's acquisition of good and marketable fee to title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted EncumbrancesLiens, which was not on the amount initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the later of the Title Policy to be in the amount of $10 million. In order to obtain such deletion (or such modification) end of the 'printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the Title Company prior to the Closing such customary Owners' Title Affidavit as the Title Company may require to enable it to so delete (Due Diligence Period or so modify) the 'printed exceptions' (the "Title Affidavit"). The Title Policy shall be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to Buyer an ALTA Survey on the Property (the "Survey") and shall, as promptly and reasonably practicable following the date of this Agreement, and in any event no later than ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with Seller having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller which may constitute a Lien. (c) In the event (x) Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to ten (10) days following the date of such Title Notice), Buyer shall have the option to: (i) accept Seller’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (ii) pay any sum necessary to cure the Title Defect(s) or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, terminate this Agreement, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (d) Seller has previously provided Buyer with copies of any existing boundary surveys for the Property. Buyer may order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, and shall be certified to Buyer, the Title Insurer and any Lender of Buyer by such surveyor; (ii) have one perimeter description for the Property; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Property; and (iv) disclose on the face thereof the gross and net acreage of the Property. (e) Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date, Date (ii) pay or cause the Survey to be redated paid in full all past due ad valorem taxes and certified assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer and deliver the same to Buyer. The cost assumes any of the Title Policy obligations secured by such instruments, and all judgments which have attached to and become a lien against the Survey Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be shared equally by entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and the Company. Except as otherwise all remedies provided in Section 4.8(i), all other costs associated with the transfer 11.2 of the Properties (including all Closing costs) shall be borne by the Companythis Agreement as a result of Seller’s default. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.

Title Insurance and Survey. (a) Within five (5) days after the execution of this Agreement, Buyer shall order commitments for owner’s policies of title insurance (the “Title Commitment”) issued by the Title Insurer covering fee simple title to the Property, in which the Title Insurer shall agree to insure, in such amount as Buyer deems adequate, merchantable title to such interests free from the Schedule B standard printed exceptions and all other exceptions except for (i) Prior to the Closingexceptions which, the Company under applicable state rules and regulations, cannot be deleted or modified and (ii) Permitted Exceptions, with such endorsements as Buyer shall reasonably require and with insurance coverage over any “gap” period. Such Title Commitments shall have obtained for the benefit attached thereto complete, legible copies of Buyerall instruments noted as exceptions therein, in connection with the transfer and shall be delivered promptly to Buyer upon receipt by Seller. (b) If (i) any of the property in Gaithersburg, Maryland listed on Schedule 1.6(i) (the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA Title Commitments reflect any exceptions to title insurance policy with respect to the Property (the "Title Policy") and an insured closing letter to be issued to Buyer at the Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably than Permitted Liens which are not acceptable to Buyer (the "Title Company") with a CLTA Form 100, Comprehensive Endorsementin Buyer’s sole discretion, or local equivalent, and (subject ii) the Survey to be obtained by Buyer pursuant to Section 1.6(ii)7.5(e) such other endorsements as may be available below discloses anything not acceptable to Buyer in Maryland and requested by Buyer Buyer’s sole discretion, or (iii) at any time prior to the Closing, which Title Policy shall (1) omit (or modify, so as title to comply with the Company's representations Landlord’s interests in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called 'printed exceptions' (included among which, among others, are a survey encumbered by any exception and an exception for unrecorded leases, options, easements and other restrictions not of record), and (2) insure Buyer's acquisition of good and marketable fee to title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted EncumbrancesLiens, which was not on the amount initial Title Commitment for the Property and is not acceptable to Buyer in Buyer’s sole discretion (any such exception or unacceptable statement of fact being referred to herein as a “Title Defect”), then Buyer shall, on or before the later of the Title Policy to be in the amount of $10 million. In order to obtain such deletion (or such modification) end of the 'printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the Title Company prior to the Closing such customary Owners' Title Affidavit as the Title Company may require to enable it to so delete (Due Diligence Period or so modify) the 'printed exceptions' (the "Title Affidavit"). The Title Policy shall be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to Buyer an ALTA Survey on the Property (the "Survey") and shall, as promptly and reasonably practicable following the date of this Agreement, and in any event no later than ten (10) days following receipt of such Title Commitment, as the case may be, give Seller written notice of such Title Defect (the “Title Notice”). Such Title Notice shall include a copy of the relevant Title Commitment and copies of the exceptions. Any exception to title that is (x) disclosed in the Title Commitment, or (y) identified on a Survey, which, in either case, is not identified as a Title Defect in the Title Notice, shall be deemed to be a “Permitted Exception” for purposes of this Agreement. Seller shall have the right, but not the obligation, within ten (10) days after receipt of any such Title Notice, to notify Buyer that Seller or Landlord, as applicable, will take the action necessary to remove such Title Defect. If Seller elects to so notify Buyer, then, on or before the Closing, Seller shall provide Buyer with reasonable evidence of such removal. Notwithstanding anything contained herein to the contrary, the following items (the “Required Cure Items”) must be cured prior to or at Closing (with either Seller or Landlord having the right to apply the portion of the Purchase Price allocated to either such party pursuant to Section 2.3 hereof, or a portion thereof, for such purpose): (x) all mortgages, security deeds, and other security instruments, (y) all past Taxes, and (z) all judgments against the Seller or Landlord, which may constitute a Lien. (c) In the event (x) Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, (y) a Required Cure Item is not cured on or before the Closing, or (z) if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above (in which case Buyer shall make its election pursuant to this subsection (c) prior to the later of March 31, 2009 or ten (10) days following the date of such Title Notice), Buyer shall have the option to: (d) In the event Buyer timely gives a Title Notice to Seller and the Title Defects specified therein are not cured on or before the Closing, if Seller does not timely notify Buyer that Seller will remove Title Defects within the ten (10) days as specified above, or in the event a Required Cure Item is not cured on or before the Closing, Buyer shall have the option to: (i) accept Landlord’s interest in the Real Property subject to such Title Defect(s) or Required Cure Item(s), in which event such Title Defect(s) or Required Cure Item(s) shall become part of the Permitted Exceptions, and to close the transaction contemplated hereby in accordance with the terms of this Agreement; (ii) pay any sum necessary to cure the Title Defect(s) or Required Cure Item(s) and deduct such amount from the Purchase Price; or (iii) by giving Seller written notice of Buyer’s election, to terminate this Agreement and receive a refund of the Xxxxxxx Money Deposit, in which event no party shall have any further rights or obligations to the other hereunder, except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement. If Buyer elects to proceed with the Closing without giving notice of its election of this option (ii), it will be deemed to have accepted such Title Defect(s) or Required Cure Item(s)as Permitted Exceptions. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (e) Seller has previously provided Buyer with copies of any existing boundary surveys for the Property. Buyer may, at Buyer’s expense, order one or more boundary surveys for the Property (the “Survey”) prepared by a registered land surveyor or surveyors satisfactory to Buyer. Each Survey shall (i) be completed in accordance with Buyer’s reasonable survey requirements, and shall be certified to Buyer, the Title Insurer and any Lender of Buyer by such surveyor; (ii) have one perimeter description for the Property; (iii) show all easements, rights-of-way, setback lines, encroachments and other matters affecting the use or development of the Property; and (iv) disclose on the face thereof the gross and net acreage of the Property. (f) Notwithstanding anything in this Agreement to the contrary, Seller covenants and agrees that at or prior to Closing, Seller shall (i) pay or cause to be paid in full and cause to be canceled and discharged or otherwise bond and discharge as liens against the Property all mechanics’, materialmen’s, repairmen’s, contractors’ or other similar Liens which encumber the Property as of the Effective Date created by, through or under Seller or which may be filed against the Property after the Effective Date created by, through or under Seller and on or prior to the Closing Date, Date (ii) pay or cause the Survey to be redated paid in full all past due ad valorem taxes and certified assessments of any kind constituting a lien against the Property which are due and payable, and (iii) pay or cause to be paid in full, or cause to be canceled and discharged all security deeds or other security instruments encumbering the property and created by or through Seller, except to the extent Buyer and deliver the same to Buyer. The cost assumes any of the Title Policy obligations secured by such instruments, and all judgments which have attached to and become a lien against the Survey Property by, through or under Seller. In the event Seller fails to cause such liens and encumbrances to be paid and canceled at or prior to Closing, Buyer shall be shared equally entitled to pay such amount to the holder thereof as may be required to pay and cancel same, and to credit the amount so paid against the Purchase Price allocated to the Buyer pursuant to Section 2.3 hereof. Notwithstanding the foregoing, nothing contained in section shall limit the right of the Buyer to pursue any and all remedies provided in Section 11.2 of this Agreement as a result of Seller’s default. (g) At Closing, the Title Insurer shall be prepared to issue a title insurance policy in accordance with the Title Commitment, with all endorsements reasonably required by Buyer and the Company. Except with coverage over any “gap” period. (h) Title Expenses (as otherwise provided in Section 4.8(i), all other costs associated with the transfer of the Properties (including all Closing costsherein defined) shall be borne paid by the Companyparties in accordance with Section 9.4 hereof. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.

Title Insurance and Survey. (a) Buyer shall have obtained, at its expense, a binding commitment to issue an ALTA Owner's Policy of Title Insurance Form B-1992 issued by a title insurer reasonably satisfactory to Buyer, in such amount as Buyer reasonably may determine to be the fair market value of the Real Estate (including all Improvements thereon), insuring title to such Real Estate to be in Seller as of the Closing (subject only to the permitted encumbrances listed on Schedule 4.6(a)(ii) and only to the extent that such permitted encumbrances do not have a material adverse effect on the Business or the Real Estate). The title insurance policy shall (i) Prior insure title to the ClosingReal Estate and all recorded easements benefiting the Real Estate, (ii) contain an "extended coverage endorsement" insuring over the Company shall have obtained for general exceptions contained customarily in such policies, (iii) contain an ALTA Zoning Endorsement 3.1 (or equivalent), (iv) contain an endorsement insuring that the benefit of Buyer, Real Estate described in connection with the transfer of the property in Gaithersburg, Maryland listed on Schedule 1.6(i) (the "Property") at the Closing, a signed commitment for the issuance of a 1970 ALTA title insurance policy is the same real estate as shown on the Survey delivered with respect thereto, (v) contain an endorsement insuring that each street adjacent to the Property Real Estate is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from the Real Estate, (vi) contain a contiguity endorsement insuring that all of the "Title Policy"parcels compromising the Real Estate when taken together form one contiguous parcel of real estate without any gaps or gores (if applicable); (vii) contain one or more encroachment endorsements, as applicable; and (viii) contain an insured closing letter to be issued endorsement insuring over any bankruptcy and/or creditors' rights exceptions. (b) Seller shall have procured, at its expense, a current survey of the Real Estate certified to Buyer at and the Closing, issued by Lawyers Title Insurance Company or such other reputable title insurance company as is reasonably acceptable company, prepared by a licensed surveyor and conforming to Buyer (current ALTA Minimum Detail Requirements for Land Title Surveys, disclosing the "Title Company") with a CLTA Form 100location of all improvements, Comprehensive Endorsementeasements, or local equivalentparty walls, sidewalks, roadways, utility lines, and (subject to Section 1.6(ii)) other matters shown customarily on such other endorsements as may be available in Maryland and requested by Buyer prior to the Closing, which Title Policy shall (1) omit (or modify, so as to comply with the Company's representations in Section 3.1(q)(ii) that the Property is free and clear of all liens and encumbrances except for Permitted Encumbrances (as defined in clause (iii) below)), the so-called 'printed exceptions' (included among which, among others, are a survey exception and an exception for unrecorded leases, options, easements and other restrictions not of record)surveys, and (2) insure Buyer's acquisition of good showing access affirmatively to public streets and marketable fee title to the Property from the Company, free and clear of all liens and encumbrances other than Permitted Encumbrances, the amount of the Title Policy to be in the amount of $10 million. In order to obtain such deletion (or such modification) of the 'printed exceptions' from the Title Policy by the Title Company, the Company shall execute and deliver to the Title Company prior to the Closing such customary Owners' Title Affidavit as the Title Company may require to enable it to so delete (or so modify) the 'printed exceptions' (the "Title Affidavit"). The Title Policy shall be in full force and effect at the Closing for the benefit of Buyer. The Company has delivered to Buyer an ALTA Survey on the Property roads (the "Survey") and shall, as promptly and reasonably practicable following ). The Survey shall not disclose any survey defect or encroachment from or onto the date of this Agreement, and in any event no later than ten (10) days Real Estate that has not been cured or insured over prior to the Closing Date, cause the Survey to be redated and certified to Buyer and deliver the same to Buyer. The cost of the Title Policy and the Survey shall be shared equally by Buyer and the Company. Except as otherwise provided in Section 4.8(i), all other costs associated with the transfer of the Properties (including all Closing costs) shall be borne by the Company. (ii) Buyer acknowledges that the Company has made available to Buyer a preliminary title report (the "Title Report") delivered by the Title Company with respect to the Property and documents and information pertaining to the exceptions to title listed in the Title Report. Buyer may secure at its sole cost any additional title report or survey updates desired by Buyer. Any title exceptions or issues disclosed by the Title Report, the Survey, any preliminary title report or survey updates obtained by Buyer, or otherwise affecting the Property shall be referred to as the "Title Exceptions." Buyer shall have the right to request that the Title Company provide at Buyer's sole cost and expense any endorsements Buyer shall request, provided that the issuance of such endorsements shall not be a condition to or delay the Closing.