Common use of Title Objections Clause in Contracts

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1. Prior If any of the following shall occur (collectively a "Title Objection"): The Title Commitment or other evidence of title or search of the appropriate real estate records discloses that any party other than Seller has title to the expiration Property covered by the Title Commitment; Any title exception is disclosed in Schedule B to the Title Commitment that is not one of the Due Diligence PeriodPermitted Encumbrances or one that Seller specifies when delivering the Title Commitment to Buyer as one that Seller will cause to be deleted from the Title Commitment concurrently with the Closing, including: (i) any exceptions that pertain to encumbrances securing any loans that will not be assumed by Buyer; and (ii) any exceptions that Buyer may obtain a title insurance commitment reasonably believes could materially or adversely affect Xxxxx's use and a current survey enjoyment of the Property, ; or Any Survey discloses any matter that Buyer reasonably believes could materially or adversely affect Buyer's use and enjoyment of the Property; then Buyer may shall notify Seller in writing (the "Buyer's Notice") of any objections to title or survey such matters affecting within ten (10) business days after receiving all of the Property (“Title Objections”)Commitment, Survey and copies of Recorded Documents for the Property. Cure. Seller may elect, by written notice shall use its reasonable efforts to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any each Title Objection within five thirty (530) days after of Buyer’s delivery of such Notice. If each Title ObjectionObjection is not cured within thirty (30) days, then Seller shall be deemed to Buyer will have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to the option to: (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement Agreement; or (ii) waive such the Title Objection and proceed to Closingclose. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Any Title Objection at that the Title Company is willing to insure over on terms acceptable to Seller and Buyer is herein referred to as an "Insured Exception." The Insured Exceptions, together with any title exception or prior matters disclosed by the Survey not objected to Closing (an “Additional Cure Item”). If Seller does not agree by Buyer in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller the manner aforesaid shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory acceptable to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicableare “Permitted Encumbrances”.

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items.. Buyer(s) Initials: /s/ AM Seller(s) Initials:/s/ BK 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Exxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Exxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item.. Buyer(s) Initials: AM Seller(s) Initials: ARC 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1. Prior to the expiration of the Due Diligence PeriodPurchaser shall, Buyer may at Purchaser's expense, obtain a title insurance commitment issued by the Escrow Agent (the “Title Commitment”) and a current if there is no existing survey or if Purchaser elects to update the existing survey, new survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure ItemNew Survey”, and together with the existing survey, the “Survey”). If Purchaser determines that any matter or matters shown on the Survey or the Title Commitment are unacceptable, Purchaser shall have until ten (10) days before the expiration of the Inspection Period to give notice to Seller does of such objections which Purchaser may have to the Title Commitment and/or Survey (the "Title Objections"). If Purchaser fails to give any Notice of Title Objections to Seller by such date, Purchaser shall be deemed to have waived this right to object to any title exceptions or defects in the Title Commitment or the Survey. Prior to Closing, if any update or amendment to the Title Commitment is subsequently issued showing any additional exception to title which was not agree reasonably discoverable at the time of the Title Commitment, Purchaser shall be entitled to object to any such additional matter by delivering a notice of such Title Objections to Seller within five (5) business days of Purchaser's receipt of the title update or amendment, as applicable. If Purchaser fails to deliver a notice to Seller objecting to any matter set forth in writing any subsequent amendment or update to remove the Title Commitment by the time required in the foregoing, Purchaser shall be deemed to have approved such matters. All matters shown on the Title Commitment and Survey, and any amendment to the Title Commitment or cure any Title Objection within Survey, or which would have been shown on a title commitment or survey or amendment thereto if such had been obtained by Purchaser, and which are not objected to pursuant to the terms herein, shall be deemed Permitted Exceptions. Within five (5) days after Buyer’s delivery receipt of the Title Objections, Seller shall notify Purchaser either that: (i) Seller shall correct such Title ObjectionObjections; or (ii) Seller shall not correct such Title Objections. In the event that Seller elects to correct such Title Objections, then Seller shall correct such Title Objections at or prior to the Closing. In the event that Seller elects not to correct any such Title Objections, Purchaser shall have the right, in its sole discretion, to elect prior to the expiration of the Inspection Period to either: (i) waive such objection and accept title "as is"; or (ii) terminate this Agreement by notice to Seller on or before the expiration of the Inspection Period, in which event the Deposit shall be promptly returned to Purchaser and the parties hereto shall be released from any further liabilities or obligations hereunder, except for such liabilities or obligations that expressly survive termination of this Agreement. In the event Purchaser notifies Seller of any Title Objections, and Seller fails to notify Purchaser within the period set forth above of its election to cure or not cure such Title Objections, Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to ClosingObjections. Notwithstanding the foregoing or any other provision herein to provisions of this Section 3.4.2 and regardless of whether included in the contraryTitle Objections, Seller shall be required to satisfy or cure any Mandatory Cure Items shall, at Seller's sole expense, release at or prior to Closing, regardless of whether Buyer objects to the same, Closing all monetary liens and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for encumbrances against the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure created by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1. Prior to the expiration of the Extended Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement (provided that, the title condition is a material adverse condition of the Property) by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items.. In the event that the title condition is not a material adverse condition, then Buyer shall proceed to Closing and the title objection will not be a grounds for termination of this Agreement. Buyer(s) Initials: /s/ AM Seller(s) Initials: /s/ JA 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein foregoing, Buyer shall not be entitled to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record objections after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure ItemDue Diligence Period if Buyer has failed to timely obtain the same as provided in this Section 11. 3. Provided that Seller has, in writing agreed to satisfy (except for Mandatory Cure Items which are required to be cured by Seller at Closing), Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's ’s cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1. Prior 6.2.1 If any exceptions appear in the Title Commitment other than the Permitted Exceptions, that Buyer reasonably determines are unacceptable to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey it or that would unreasonably interfere with Buyer's Intended Use of the Property, or that result in title to the Property not being marketable and insurable, then Buyer must, within thirty (30) days from the Effective Date, provide written notice to Seller and the Escrow Agent of such title objection(s). Buyer may notify Seller of not object to any objections Permitted Exceptions. If Buyer fails to title or survey matters affecting the Property (“Title Objections”). Seller may elect, disapprove an item reflected therein by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing received by Seller and the Escrow Agent within thirty (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (530) days after Buyer’s delivery of such Title Objectionfrom the Effective Date, then Seller Buyer shall be deemed to have elected not to remove or cure approved such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closingitem. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration Irrespective of the Due Diligence Period and prior to Closing. If foregoing, if any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after Survey that may give rise to a title objection as provided above, Buyer shall have fifteen (15) days from the Effective Date, date of receipt of the Survey to provide written notice to Seller and any the Escrow Agent of such title or survey matter shall be deemed an Additional Cure Itemobjection(s). 3. 6.2.2 If Buyer gives written notice of title objections as specified in Section 6.2.1, Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days after receipt of such written notice to cure or remove all such title objections (other than any outstanding deeds of trust, deeds to secure debt, mortgages or similar security instruments affecting all or portions of the Property, all of which security instruments Seller shall cause to be satisfied or released of record at or before Closing). Seller hereby agrees to use its commercially reasonable efforts without expending more than two percent (2%) of the Purchase Price to cure or remove said objections on or before the time required hereunder. In the event Seller fails or refuses to cure or remove said objections within such period, then Buyer may pursue the following as determined its sole remedies: (a) terminate this Agreement, in which event the Earnest Money shall be returned immediately to Buyer; (b) cure xxx xxch title objection, provided, however, that any and all expenditures in connection with the same shall not exceed two percent (2%) of the Purchase Price, in which event, the Purchase Price shall be reduced by an amount equal to the actual cost and expense reasonably incurred by Buyer in connection with the curing of such title objections (subject to allow Seller further time the foregoing monetary limitation); (c) accept title to the Property subject to such title objection; or (d) any combination of the above. In the event Buyer elects to cure such Cure Item title objection pursuant to item (b) hereof, Buyer at its option, upon giving written notice to Seller, may extend the Closing Date until the curing of such title defect or Additional Cure Itemthirty (30) days from and after the scheduled Closing Date, whichever shall first occur. 6.2.3 If any notice of a title objection is not given as applicablespecified in Section 6.2.1 or title is otherwise accepted in accordance with Section 6.2.2, and, thereafter, title is conveyed to Buyer, the Permitted Exceptions shall include all matters shown on the Title Commitment and Survey as to which the Property may be conveyed pursuant to this Section .

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item.. Buyer(s) Initials: /s/ AM Seller(s) Initials:/s/ BK 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's ’s cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1Purchaser shall have ten (10) days from the last to be received of the Title Commitment and the Survey to notify Seller as to any items that are unsatisfactory to Purchaser. Prior Unless Purchaser or its attorney so notifies Seller within such 10-day period, Purchaser shall be deemed to have approved the condition of title to the expiration Property as reflected by the Title Commitment and Survey. If within such period Purchaser notifies Seller that any of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property items are unacceptable (“Title Objections”). , Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection shall within five (5) business days after Buyer’s delivery receipt of such Title Objectionnotice notify Purchaser whether Seller shall elect to cure any or all of such Objections (provided, however, that Seller must satisfy and remove of record or cure, as the case may be, and shall not have any right to elect not to cure, any matter which it is required to cure pursuant to Section 4.04 below. If Seller elects to cure any such Objections, then Seller shall be deemed promptly cure the Objections which it has elected to have elected cure to Purchaser’s and the Title Company’s satisfaction. If Seller elects not to remove cure any such Objections, or is unable to cure any such Title ObjectionObjections, then Purchaser at its sole and any time thereafter Buyer absolute option may elect to either (i) accept title to the Property subject to such Objections or (ii) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder whereupon the Exxxxxx Money shall be promptly refund returned to Purchaser and the Eaxxxxx Xoney to Buyer, and neither party parties shall have any no further obligations rights or liability liabilities under this Agreement except as other than those which expressly provided in survive the termination of this Agreement or (ii) waive Agreement. Purchaser shall make such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, election by written notice to Buyer, Seller or on before the Closing Date or within five business days after Seller has advised Purchaser in writing that has elected not to remove or cure any such Additional Title Objection at Objections or prior is unable to Closing (an “Additional Cure Item”). If Seller cure any such Objections, whichever occurs first, and in the event Purchaser does not agree make such election, Purchaser shall be conclusively deemed to have terminated this Agreement. Those restrictions, liens, encumbrances, easements, rights of way and other matters as are not objected to by Purchaser in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller the manner provided in this Section shall be deemed “Permitted Exceptions”. Nothing herein shall be deemed to have elected not prohibit Purchaser from objecting to remove or cure such Additional title defects revealed subsequent to approval of the title reflected by the Title Objection, Commitment and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, Survey and any such title or survey matter shall objections will be deemed an Additional Cure Itemtreated as “Objections” in accordance with this Section. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1Seller has provided Buyer with a preliminary ---------------- report issued by the Escrow Holder with respect to the Property and copies of the underlying documents referred to therein (the "Preliminary Report") and an ------------------- ALTA survey of the Project which was prepared prior to and does not reflect the Parcel Map (the "Survey"). Prior to the expiration of the Due Diligence Period5:00 p.m. California time on February 12, 1999, Buyer may obtain a title insurance commitment shall review the Preliminary Report and a current survey of the Property, Survey and Buyer may notify deliver to Seller and Escrow Holder written notice (Buyer's "Title Notice") of any objections objection to title or survey matters affecting ------------ the Property Preliminary Report and/or Survey (“Buyer's "Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”"). If Seller does not agree in writing Buyer ---------------- fails to remove or cure any timely deliver the Buyer's Title Objection within five (5) days after Buyer’s delivery of such Title ObjectionNotice as provided above, then Seller Buyer shall be deemed to have elected not approved the Preliminary Report and Survey in their entirety. Prior to remove 5:00 p.m. California time on February 17, 1999 ("Seller's Notice --------------- Date"), Seller shall notify Buyer in writing whether Seller will eliminate any ---- timely made Buyer Title Objections (the "Seller's Title Notice"). If Seller --------------------- elects to eliminate or cure such a Title Objection, the elimination or curing by Seller (by endorsement or otherwise) of the Title Objections shall be completed on or before and any time thereafter shall be a condition of the Closing. If Seller elects to eliminate or cure a Title Objection but fails to do so by the Closing, Buyer may elect pursue its remedies pursuant to Section 10.2. If (i) terminate this Agreement by delivering written notice thereof to Seller does not deliver ------------ Seller's Title Notice on or before Seller's Notice Date, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing Seller notifies Buyer that Seller is unable or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails unwilling to cure any Cure Item or Additional Cure ItemTitle Objections, as applicable, at or Buyer shall elect prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company)5:00 p.m. California time on February 19, then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) 1999 either to waive such failure and proceed existing Title Objections or deliver to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.written notice terminating this Agreement in accordance with Section 4.3

Title Objections. 1. Prior 2368068.4 5.1 Pursuant to those certain letters as set forth on Exhibit Z attached hereto from Purchaser’s counsel to the expiration of Contributor’s counsel (the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title ObjectionsObjection Letters”), Purchasers have notified Contributors of those exceptions and other matters reflected on the Commitments and Surveys which are not acceptable to Purchasers (the "Title Defects"). Seller may elect, by written notice Each Contributor agrees to Buyer, cause to remove or cure any such Title Objection at be discharged on or prior to Closing all Title Defects pertaining to Liens, encumbrances and other matters shown on the Commitments of a definite or ascertainable amount (a “Cure Item”). If Seller does not agree in writing the "Removable Liens") and to remove or use its best efforts to cure any other Title Defects. The Title Defects shall not be treated as a Permitted Exception hereunder except as otherwise provided in this Section 5.1. Unless previously delivered to Purchasers, Contributors shall provide responses to all of the Title Objection Letters within five (5) business days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period Effective Date and the parties agree to work together in good faith in order to resolve any uncured Title Defects prior to Closing. If Contributors fail to either have the Title Defects deleted from any such title commitment update Commitment or survey update reveals any additional title Survey, as the case may be, as evidenced by a revised Commitment or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment revised Survey, or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree commit in writing to discharge and remove such Title Defects and Removable Liens prior to or cure any Additional Title Objection within five at Closing, satisfactory to Purchasers, Purchasers may: (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (ia) terminate this Agreement by delivering written notice thereof with respect to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing all or any other provision herein to of the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence Projects by delivery of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: Contributors, whereupon either all of the Deposit or a prorated portion of the Deposit, based upon the Agreed Values of those non-terminated Projects as set forth on Exhibit E attached hereto and the agreed values set forth in the Other Contribution Agreement (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Sellerthe “Prorated Deposit”), which shall be deemed a default returned to SCOLP by Seller under this Agreementthe Escrow Agent; (2b) elect to waive take title subject to any uncured Title Defects, and credit against the Agreed Values the actual cost incurred or to be incurred by Purchasers to cure such failure and proceed to ClosingTitle Defects or remove the Removable Liens; or (3c) to extend the Closing Date for up to thirty (30) days as determined by Buyer to allow Seller further time the period for Contributors to cure such Cure Item Title Defects, and if such Title Defects are not deleted during the extended period, Purchasers may then exercise its rights under subparagraphs (a) or Additional Cure Item(b) above. Notwithstanding anything herein to the contrary, as applicablein the event Contributors are unable to cure any Title Defect, but the Title Company is able to provide insurable title and/or affirmative coverage for said Title Defect and Purchasers have reviewed and approved, in their sole discretion, the manner in which affirmative coverage for said Title Defect has been obtained, then Purchasers shall accept such insurable title without any credit for such Title Defect. If Contributors cause such Title Defects to be deleted from the Commitments, the Closing shall be held within fourteen (14) days after delivery of the revised Commitments and Surveys or on the Closing Date specified in Section 16 hereof, whichever is later.

Title Objections. 1. Prior Purchaser shall raise written objections to the expiration Title Report and/or the Survey within fifteen (15) days following Purchaser’s receipt of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of Title Report (the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title ObjectionsReview Period”), as to any matter which renders the title to the Purchased Assets unmarketable (the “Title Objection Notice”), except for matters accepted according to the terms of this Agreement. Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within shall have five (5) days Business Days after Buyerits receipt of the Title Objection Notice to notify Purchaser (“Seller’s delivery of Title Notice”) that Seller has decided to either: (i) remedy the title; or (ii) notify Purchaser that Seller is unable or unwilling to cure any such title defect, provided that if Seller fails to provide the Seller’s Title ObjectionNotice, then Seller shall be deemed to have elected not to remove cure or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items. 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyerotherwise resolve Purchaser’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Periodobjections. Seller Purchaser may elect, by written notice to BuyerSeller within three (3) Business Days of Purchaser’s receipt of Seller’s Title Notice, to remove waive such defects and proceed with the Closing subject thereto. Purchaser’s failure to deliver any written notice shall be a conclusive presumption that Purchaser has approved the Title Report and the Survey and this Agreement shall remain in full force and effect. If Seller is unable or unwilling to remedy the title objections and Purchaser does not elect to waive such defects, then Purchaser may terminate this Agreement by providing written notice thereof to Seller by no later than the later to occur of (i) three (3) Business Days after receiving Seller’s Title Notice or after Seller is deemed to have elected not to cure any such Additional objections or (ii) the last day of the Title Objection at Review Period, in which event the Deposit shall be refunded forthwith in full termination of this Agreement. All matters affecting title to the Purchased Assets, including those items identified in the Title Report and/or the Survey not objected to by Purchaser within the time frame specified or prior which Seller is unwilling or unable to Closing remedy shall be deemed to be Permitted Exceptions. If Purchaser fails to terminate this Agreement as provided above, then Purchaser shall be required to proceed to closing and take title to the Purchased Assets, subject to the Permitted Exceptions. After the Title Review Period, Purchaser may, by delivery of written notice to Seller, object only to other matters of title that (an i) first arise, first appear of record, or are first created after the effective date of the Title Report, and (ii) materially and adversely impact the value or use of the Purchased Assets, as determined by Purchaser in the exercise of its reasonable discretion (“Additional Cure ItemSubsequent Objections”). If Purchaser delivers any Subsequent Objections to Seller, then Seller does not agree shall notify Purchaser in writing on or before the date that is two (2) Business Days after the date of delivery to remove or cure any Additional Title Objection Seller of the Subsequent Objections (or, if such Subsequent Objections are delivered within five two (52) days of the Closing Date, on or before 10:00 a.m. (eastern time) on the Closing Date) of Seller’s election to cure or not to cure prior to Closing such Subsequent Objections. If Seller fails to deliver a notice to Purchaser within two (2) Business Days after BuyerSeller’s delivery receipt of such Additional Title Objectionthe Subsequent Objections, then Seller shall be deemed to have elected not to remove cure or otherwise resolve such Subsequent Objections. If Seller elects or is deemed to have elected not to cure such Additional Title ObjectionSubsequent Objections, and any time thereafter Buyer may elect then Purchaser shall have until the earlier to occur of (i) three (3) days following the date of Seller’s election or deemed election not to cure such Subsequent Objections, or (ii) 12:00 p.m. (eastern time) on the Closing Date to terminate this Agreement by delivering written notice thereof to Seller, in which event Holder Seller whereupon the Deposit shall promptly refund be returned to Purchaser and the Eaxxxxx Xoney to Buyer, and neither party Parties shall have be released from any further obligations or liability under this Agreement hereunder, except as for those which expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence survive termination of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.

Title Objections. 1. Prior 5.1 If the Commitment or Survey discloses exceptions which are not acceptable to Purchaser, in its sole discretion, Purchaser shall notify Seller in writing of its objections to such exceptions (the expiration "Title Defects") within fifteen (15) days after Purchaser has received the Commitment, legible copies of all instruments described in Schedule B of the Due Diligence Period, Buyer may obtain a title insurance commitment Commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting updated Survey described in Section 4.2 above (the Property (“Title ObjectionsReview Period”). Seller may elect, by written In the event Purchaser fails to deliver notice to Buyer, to remove or cure any such Seller of the Title Objection at or Defects prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any the end of the Title Objection within five (5) days after Buyer’s delivery of such Title ObjectionReview Period, then Seller Purchaser shall be deemed to have elected accepted all items set forth in each Commitment and Survey and all such items shall be deemed included among the Permitted Exceptions. Seller agrees to cause to be discharged on or prior to Closing all Title Defects pertaining to liens, encumbrances and other matters shown on the Commitment of a definite or ascertainable amount (other than the liens of the mortgages against the Projects to which Seller has not secured the consent to remove release of such lien as of the Closing) (the "Removable Liens") and to use its best efforts to cure any other Title Defects. If Purchaser objects to any exception disclosed on the Commitment or cure Survey, such exception shall not be treated as a Permitted Exception hereunder. If within fifteen (15) days after the receipt of notice from Purchaser, Seller fails to have the Title Defects deleted from the Commitment or Survey, as the case may be, or discharged , or fails to provide written assurances reasonably satisfactory to Purchaser that such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund Defects or the Eaxxxxx Xoney to Buyer, and neither party shall have any further obligations Removable Liens will be removed or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items otherwise cured at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items.Purchaser may: 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (ia) terminate this Agreement by delivering delivery of written notice thereof to Seller, in which event Holder whereupon the Deposit, as herein defined, shall promptly refund the Eaxxxxx Xoney be returned immediately to BuyerPurchaser, and neither party Seller nor Purchaser shall have any further duties or obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2b) elect to waive such failure take title as it then is, and proceed credit against the Purchase Price the actual cost incurred or to Closingbe incurred by Purchaser to remove the Removable Liens which may be cured through payment of ascertainable amounts; or (3c) extend for up to extend ninety (90) days the period for Seller to cure such Title Defects, and if such Title Defects are not deleted during the extended period, Purchaser may then exercise its rights under subparagraphs (a) or (b) above. If Seller causes such Title Defects to be deleted from the Commitment, the Closing shall be held within seven (7) days after delivery of the revised Commitment and Survey or on the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Itemspecified in Section 19 hereof, as applicablewhichever is later.

Title Objections. 1. Prior to the expiration of the Due Diligence Period, Buyer may obtain a title insurance commitment and a current survey of the Property, and Buyer may notify Seller of any objections to title or survey matters affecting the Property (“Title Objections”). Seller may elect, by written notice to Buyer, to remove or cure any such Title Objection at or prior to Closing (a “Cure Item”). If Seller does not agree in writing to remove or cure any Title Objection within five (5) days after Buyer’s delivery of such Title Objection, then Seller shall be deemed to have elected not to remove or cure such Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to satisfy or cure any Mandatory Cure Items at or prior to Closing, regardless of whether Buyer objects to the same, and any such Mandatory Cure Items shall be deemed Cure Items.. Buyer(s) Initials: /s/ AM Seller(s) Initials: /s/ GC 2. Buyer shall have the right to update the title commitment and survey for the Property after the expiration of the Due Diligence Period and prior to Closing. If any such title commitment update or survey update reveals any additional title or survey matters affecting the Property which were not previously disclosed in Buyer’s title commitment or survey, then Buyer may notify Seller of any objections to any such additional title or survey matters (“Additional Title Objections”) notwithstanding the expiration of the Due Diligence Period. Seller may elect, by written notice to Buyer, to remove or cure any such Additional Title Objection at or prior to Closing (an “Additional Cure Item”). If Seller does not agree in writing to remove or cure any Additional Title Objection within five (5) days after Buyer’s delivery of such Additional Title Objection, then Seller shall be deemed to have elected not to remove or cure such Additional Title Objection, and any time thereafter Buyer may elect to (i) terminate this Agreement by delivering written notice thereof to Seller, in which event Holder shall promptly refund the Eaxxxxx Xoney Xxxxxxx Money to Buyer, and neither party shall have any further obligations or liability under this Agreement except as expressly provided in this Agreement or (ii) waive such Additional Title Objection and proceed to Closing. Notwithstanding the foregoing or any other provision herein to the contrary, Seller shall be required to remove or cure any Additional Title Objection relating to any title or survey matter that first affects the Property or that first appears in the public record after the Effective Date, and any such title or survey matter shall be deemed an Additional Cure Item. 3. Seller shall have until the Closing to cure or satisfy all Cure Items and Additional Cure Items, as applicable. If Seller fails to cure any Cure Item or Additional Cure Item, as applicable, at or prior to Closing (and fails to provide Buyer with evidence of Seller's ’s cure satisfactory to Buyer and to the Title Company), then Buyer may elect in its sole discretion by delivering written notice to Seller: (1) to exercise Buyer’s remedies under Section 17.B with respect to such failure by Seller, which shall be deemed a default by Seller under this Agreement; (2) to waive such failure and proceed to Closing; or (3) to extend the Closing Date up to thirty (30) days as determined by Buyer to allow Seller further time to cure such Cure Item or Additional Cure Item, as applicable.