Common use of Title Policy Clause in Contracts

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense.

Title Policy. Conclusive evidence Purchaser shall receive from Seller a commitment for the issuance of delivery an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Seller's title as reflected in accordance with the foregoing Title Commitment. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be the willingness of Title Company deemed to issue or commit be a "Permitted Exception" (herein so called). As to issue items to Buyerwhich Purchaser make objections, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insuranceSeller may elect, in its sole discretion, to cure such objections. In the amount of the Purchase Price, showing title event Seller elects not to cure such matters prior to the Real Property vested Closing, Seller will notify Purchaser of record in Buyersuch election and Purchaser shall have the right, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five FIVE (5) days after written notice from Seller of such inability or unwillingness Seller's notice, to either (but not later than i) terminate the Closing Date) and Contract, in which event it shall receive a return full refund of the DepositEarnest Money, and neither Seller nor Buyer xx xxxty hereto shall thereafter have any further rights or obligations under this Agreement, hereunder except for those obligations that expressly survive the termination of this Agreement (includingPurchaser's liability pursuant to Article 6 hereof, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller fails elects to remove from title any exceptions created cure such objections and Seller is unable to cure same by the Closing, then Seller on or may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with as same shall be amended pursuant to the terms of this AgreementContract). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Property. Any Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseexcept under Article 5 below.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing Title Insurer shall be the willingness of Title Company to issue or commit unconditionally prepared to issue to Buyer, upon payment as of its regularly scheduled premiumthe Closing, its ALTA extended owner’s a standard policy of title insurance, insurance for the Property and Improvements in the aggregate amount of the Purchase Price, showing title Price insuring the tenant leasehold interest in the Property and the fee interest in the Improvements to the Real Property be vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations)Permitted Exceptions [defined later]. Buyer shall have no right the option to commence any action deposit with Escrow Holder (a) an ALTA survey or surveys sufficient to cause Title Insurer to issue an ALTA extended coverage policy of title insurance for damagesthe Property and Improvements and such endorsements as Buyer shall deem necessary (collectively “Buyer’s Endorsements”), specific performance or and (b) all such other relief as a result of Sellerand further items required by Title Insurer in order to issue such ALTA extended coverage policy and Buyer’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to TitleEndorsements; provided, however, that all such items shall be at Buyer’s sole cost and expense and shall not delay the Closing; provided further, that Buyer’s inability to obtain such items shall not be a contingency to Closing, unless (i) Buyer has stated prior to the end of the Inspection Contingency Period that the surveys received from Seller are inadequate; (ii) that Buyer’s inability results from a Disapproved Exception which has not been removed from the Title Commitment or for which the Title Insurer has not insured against loss or damage resulting from such Disapproved Exception as described in Section 3.2; or (iii) that Buyer’s inability results from an objection by Buyer’s lender pursuant to which Buyer’s lender will not grant the required financing. At Closing, Seller shall have assign its right, title, interest and obligations under the right Ground Lease to commence an action for specific performance against Seller ifBuyer and convey title to the Improvements to Buyer as described in Section 5, subject to the following matters, as applicable, being hereinafter collectively referred to as the “Permitted Exceptions”: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrancesprivate, public and utility easements approved by Buyer in accordance with Section 3.2; or (ii) Seller fails to remove from title any exceptions created by Seller roads and highways, if any; (iii) real estate taxes and special taxes or assessments not due and payable on or after the date before Closing or any installments of Buyer’s Title Report any special taxes or assessments not due and payable on or before Closing; (i.e., February 6, 2012iv) without the prior written consent rights of way approved by Buyer (other than new Leases signed in accordance with the terms Section 3.2; (v) drainage ditches, feeders, laterals, drain tile, pipes or other conduit; (vi) zoning and building laws and ordinances; (vii) all matters approved or waived by Buyer pursuant to Section 3.2 of this Agreement; (viii) all matters of record shown in the title commitment and approved or waived by Buyer pursuant to Section 3.2 herein; (ix) the terms and conditions of the Ground Lease; and (x) all matters which would be disclosed by an accurate survey or inspection of the Property and/or the Improvements. Notwithstanding anything to the contrary above, the items referred to in subsections (i). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey , (or update to Seller’s Existing Surveyii), (iv), (v) necessary for the issuance of an ALTA title policy and (vii) above shall be obtained Permitted Exceptions only if such are shown on the survey to be provided by Seller pursuant to Section 3.1.1 or indicated in the Title Commitment to be provided pursuant to Section 3.2.1 and approved or waived by Buyer at Buyer’s expensepursuant to Section 3.2 or are described in the Declaration.

Title Policy. Conclusive evidence of delivery of Landlord, at is expense, shall deliver to Tenant a title in accordance with insurance commitment (the foregoing shall be "Title Commitment") issued by a national title company (the willingness of "Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s Company") for a leasehold title insurance policy of title insurance, in the for an amount of insurance designated by Tenant, setting forth the Purchase Price, showing status of title to the Real Property vested Land and any exceptions thereto, together with legible copies of record in Buyerthe title exceptions set forth therein, covering the Land showing that the Land is not subject only to any title exceptions that prohibit or restrict the Conditions construction or operation of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver a branch bank or that render title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (be other than good, marketable and insurable. On or before the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five fifteen (515) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return its receipt of the DepositTitle Commitment, and neither Seller nor Buyer shall thereafter have Tenant may provide Landlord with notice of any further rights objectionable or obligations under this Agreement, except for those obligations that expressly survive defective title matter set forth in the termination of this Agreement Title Commitment (including, without limitation, Buyer’s obligation to perform the Continuing Obligations"Title Objection Notice"). Buyer Landlord shall have no right make a good faith effort to commence any action for damages, specific performance cure or other relief as a result eliminate (or to cause the owner-seller of Seller’s inability the Land to deliver title to cure or eliminate if Landlord has not yet acquired the Real Property subject only to Land) the Conditions of Title objectionable or Seller’s unwillingness to remove or otherwise cure any defective title matter that is not a Condition to Title; or matters set forth in Tenant's Title Objection Notice, provided, however, that Buyer Landlord shall not be required to engage in any litigation. In such event, if Landlord is not able to cure or eliminate the objectionable or defective title matter or matters set forth in Tenant’s Title Objection Notice within thirty (30) days after Landlord’s receipt of Tenant’s Title Objection Notice, Tenant shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails terminate this Lease by delivering written notice thereof to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller Landlord on or before ten (10) days after the date expiration of Buyer’s Title Report such thirty (i.e., February 6, 201230) without day period. Landlord shall pay the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey premium for the Property. Any other survey (or update leasehold title insurance policy to Seller’s Existing Survey) necessary for be issued to Tenant by the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseTitle Company pursuant to the Title Commitment.

Title Policy. Conclusive evidence A commitment (the "Title Commitment") for issuance of delivery an ALTA Loan Policy of title in accordance with Title Insurance (the foregoing shall be "Title Policy"), issued by the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insuranceLender, in the amount of $14,070,000 insuring the Purchase PriceMortgage to be a valid first leasehold mortgage lien upon the interest of Borrower and Agency in the Land and the Project and insuring the Lender's leasehold interest in the Lease by and between Borrower and Rensselaer Polytechnic Institute, showing title which was assigned to Lender by the Real Property vested Borrower concerning the property located at Xxx 00X Xxxxxx Xxxx, Xxx XXX Xxxx Xxxx, Xxxx of record North Greenbush, County of Rensselaer, State of New York , and a valid first lien upon any easement in Buyerfavor of the Land or the Project that provides access thereto for ingress and egress and/or for utilities, with a pending disbursements clause, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the DepositPermitted Exceptions, and neither Seller nor Buyer with all so-called "standard" exceptions deleted. The Title Commitment shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails affirmatively insure to remove from title the Existing Monetary EncumbrancesLender that (A) no restrictions of record affecting the Land have been violated, and that such instruments contain no right of reverter or forfeiture, (B) the survey described in Section 5.1(b) is accurate and accurately depicts the same real estate as is covered by the Title Commitment, and (C) Lender is the holder of the Mortgage and that the Mortgage is the first lien against the Project; or (ii) Seller fails insure contiguity of the Land with, or access to, adjoining public rights of way; (iii) contain an ALTA Variable Rate Endorsement; and (iv) contain such other endorsements as Lender may require. If requested by Lender, appropriate provisions satisfactory to remove from title any exceptions created by Seller on or after Lender for co-insurance and reinsurance, with direct access agreements acceptable in form and substance to Lender, shall also be obtained. Contemporaneously with delivery to Lender of the date Title Commitment, Borrower shall also deliver to Lender copies of Buyer’s all documents constituting the Permitted Exceptions. Borrower agrees to deliver to the Title Report (i.e.Company, February 6with a copy of each to Lender, 2012) without such other documents as the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary Title Company may require for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expensethe Title Commitment and the issuance of draw down endorsements relating to construction advances as provided in Article VI hereof, and in accordance with all requirements of this Agreement.

Title Policy. Conclusive evidence of delivery of title in accordance with Each item and matter revealed by the foregoing shall be the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title Commitment (other than the Existing Monetary EncumbrancesRejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each Rejected Exception), then Buyer’s sole remedy subject to the provisions of this Paragraph 8(a). Buyer shall be use commercially reasonable efforts to terminate this Agreement within five (5) days after written notice from Seller of such inability satisfy or unwillingness (but not later than eliminate, on or before the Closing Date) and receive a return of , those Title Requirements to be performed or otherwise 8 satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the DepositClosing Date, and neither Seller nor Buyer shall thereafter have any further rights those Title Requirements to be performed or obligations under otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except for those obligations that (i) as expressly survive set forth in Seller's Title Notice, and (ii) in an amount not to exceed $50,000 in the termination of this Agreement aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation, Buyer’s such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentences of this Paragraph 8(a)(v), or as expressly set forth in Seller's Title Notice, (A) Seller shall have no obligation to perform incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Continuing Obligations). Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no right recourse to commence equitable relief based on any action for damagessuch failure, specific performance and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other relief as a result of Seller’s inability to deliver title to item or matter not revealed by the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; providedCommitment, however, that then Buyer shall have the right to commence an action for specific performance against Seller ifsole option of either: (ix) at Closing terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller fails and Escrow Agent prior to remove from title Closing, in which case the Existing Monetary EncumbrancesDeposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (iiy) Seller fails proceeding to remove from title any exceptions created by Seller on or after Closing, subject to the date of Buyer’s Title Report provisions set forth herein. In the event that (i.e., February 6, 2012I) without the prior written consent of Buyer elects to terminate this Agreement pursuant to clause (other than new Leases signed in accordance with the terms x) of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update Paragraph 8(a)(v) due to Seller’s Existing Survey's failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller's Title Notice and (II) necessary Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer's reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the issuance of an ALTA title policy transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be obtained by Buyer at Buyer’s expense.deemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a “Permitted Exception” under this Agreement. (vi)

Title Policy. Conclusive evidence Subject to the payment of delivery of title in accordance with premiums, on or prior to the foregoing Closing Date, the Title Company shall be the willingness of Title Company irrevocably committed to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, the Title Policy with liability in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, Buyer and subject only to the Conditions Approved Title Conditions. The conditions set forth in this Paragraph 7 are solely for the benefit of Title (Buyer and may be waived only by Buyer. Buyer shall at all times have the standard printed exceptions right to waive any condition. Any such waiver or waivers shall be in writing and shall be delivered to Seller. Nothing contained in this Agreement shall require Seller to bring any suit or other proceeding, or to pay any material sum, to satisfy any of such conditions, except as provided in the last sentence of the first paragraph of Paragraph 7.1. If any of the conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that this Paragraph 7 is not a Condition to Title (other than the Existing Monetary Encumbrances)timely satisfied or waived by Buyer, then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of shall terminate, the Deposit, or such portion thereof that has theretofore been deposited by Buyer with Escrow Holder (less one-half of any escrow and title cancellation fees and costs), shall be refunded to Buyer by Escrow Holder, all documents deposited into Escrow shall be returned to the party depositing such documents, and neither Seller nor Buyer party shall thereafter have any further rights or obligations under this Agreement, except for those rights or obligations that which expressly survive the termination of this Agreement. Without limiting Seller’s post-Closing obligations, if any, that expressly survive the Close of Escrow under this Agreement, Closing shall constitute conclusive evidence that Seller has fully performed its obligations under this Agreement (includingthat are required to be performed prior to the Close of Escrow and shall further constitute a waiver by Buyer of any claims, without limitation, Buyer’s obligation demands and causes of action that Buyer may have against Seller based upon any failure to perform the Continuing Obligations). Buyer shall have no right such obligations prior to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseClosing.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing It shall be a condition precedent to Purchaser's obligation to consummate the willingness transaction contemplated by this Agreement that the Title Company can and will issue an ALTA Owner's Policy of Title Company to issue or commit to issue to BuyerInsurance (Form B, upon payment of its regularly scheduled premiumAmended 1987, its ALTA extended owner’s policy of title insurance, if available) (the "Title Policy") in the full amount of that portion of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than Price payable by Purchaser on the Closing Date) and receive a return Date as provided in Paragraph 13.02 hereof, insuring Purchaser as the owner in fee simple of the DepositProject, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreementall appurtenant easements thereto, free and clear of all liens and encumbrances, except for those obligations that expressly survive the termination Permitted Exceptions, and without exception for rights or claims of this Agreement (includingparties in possession not shown by the public records, without limitationencroachments, Buyer’s obligation overlaps, boundary line disputes, or any other matter disclosed by the Survey which Purchaser has not waived or approved or is deemed to perform the Continuing Obligations). Buyer shall have no right approved pursuant to commence any action for damagesParagraph 6.03 hereof, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the Title Policy may show the rights of the Tenants and New Tenants (as hereinafter defined) under New Leases (as hereinafter defined) that are fully executed prior to the Closing as parties in possession (or right to commence an action for specific performance against possession) as tenants only. Purchaser shall attempt to cause the Title Company, as part of the Title Policy, to issue the following endorsements in the form of those set forth in Schedule 6.04 attached hereto ("Endorsements"): CC&R Endorsement (unless easements appurtenant to the Project are additionally insured parcels on Schedule A of the Title Policy), Comprehensive No. 0, Xxxxxx, Xxxxxx, Xxxx Xxx (xx the extent the Land is subdivided), Contiguity (but only to the extent of contiguous portions of the Land as depicted on Schedule 1.02 attached hereto), Tax Parcel, Environmental, Encroachment, Mining Rights and Zoning 3.1 (with parking). Any Survey or physical inspection requirements imposed as a condition to the issuance of the Title Policy may be satisfied by Seller if: as a Shared Closing Cost, except costs and expenses in respect to correcting Survey Defects which shall be paid by Seller. Seller shall execute such affidavits and certificates as the Title Company may require as a condition to the issuance of the Title Policy, and a copy of each such affidavit or certificate shall be delivered to Purchaser. In addition, as part of the Shared Closing Costs, Seller shall cause (i) at Closing Seller fails the Title Policy to remove from title be dated down to the Existing Monetary Encumbrancesdate each Earn-Out Payment (as hereinafter defined) is paid during or after the Earn-Out Period showing no new exceptions, except the Permitted Exceptions, the subject or previous New Leases, and exception caused, permitted or claimed by, through or under Purchaser or its successors and assigns; or and (ii) Seller fails the amount of the Title Policy's coverage to remove from title any exceptions created by Seller on or after be increased to an amount that equals the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expensesubject Earn-Out Payment.

Title Policy. Conclusive evidence It shall be a condition to Buyer's obligation to close hereunder that, at Closing, Escrow Agent shall deliver to Buyer the Title Policy, in the form promulgated by the state in which the Premises are situated and subject only to the Permitted Exceptions; provided that in the event the Title Policy is not available at Closing, then the Escrow Agent shall provide Buyer at Closing, at Buyer's option, with either (i) a "marked title commitment", committing to issue the Title Policy in the form required by this Agreement, or (ii) a proforma owner's title policy, with the Title Policy to be delivered to Buyer as promptly after Closing as reasonably possible. Subject to the last sentence of delivery this Section 39, should the foregoing condition not be satisfied at Closing, then Seller shall have the right, but not the obligation, upon notice delivered to Buyer at Closing, to extend the Closing for a period not to exceed thirty (30) days for the purpose of attempting to obtain a substitute owner's policy of title insurance (the "Substitute Policy") from a national title underwriter reasonably acceptable to Buyer, such Substitute Policy to be in the form required by this Agreement and subject only to the Permitted Exceptions. Should Seller be successful in obtaining the Substitute Policy, then the parties shall proceed to consummate the transaction contemplated hereby on the extended Closing Date, in accordance with the foregoing terms and conditions of this Agreement, at which time Buyer shall be the willingness of Title Company provided with either a marked title commitment or proforma owner's title policy committing to issue the Substitute Policy, with Seller paying any additional charge for the Substitute Policy. Should Seller have the right to so extend Closing but elect not to do so, or commit should Seller elect to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller extend Closing but for any reason is be unable to deliver title to obtain the Real Property subject only to Substitute Policy by the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances)extended Closing Date, then Buyer’s sole remedy this Agreement automatically shall terminate, whereupon the Xxxxxxx Money shall be returned to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, Buyer and neither Seller nor Buyer party shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive hereunder. Notwithstanding the termination foregoing provisions of this Agreement (includingSection 39, without limitationin the event the condition set forth in the first sentence of this Section 39 is not satisfied by Closing as a result of a breach by Seller of any of its obligations hereunder, Buyer’s obligation to perform the Continuing Obligations). Buyer then Seller shall have no right to commence any action for damagesextend the Closing, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that and Buyer shall have the right be entitled to commence an action for specific performance against Seller if: (i) at Closing Seller fails pursue all remedies available under this Agreement with respect to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement)such breach. Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property40. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseIntentionally Omitted.

Title Policy. Conclusive evidence of delivery of title in accordance with At Closing, Buyer may arrange for the foregoing shall be the willingness of Title Company to issue issue, or irrevocably commit to issue issue, to Buyer, upon payment of its regularly scheduled premium, its an extended coverage ALTA extended owner’s form title policy (the “Title Policy”) with respect to the Property, which shall be in the form of title insurancethe Title Commitment, in the amount of the Purchase PricePrice with respect to the Property, showing and insure that fee simple title to the Real Property is vested of record in Buyer, Buyer subject only to the Conditions Permitted Exceptions. In such case, Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to any Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller (unless the same effect the cure of Title a title objection made by Buyer hereunder which Seller has agreed to cure by causing the issuance of any such endorsements), (and the standard printed exceptions and conditions in the policy of title insuranceb) (the “Title Policy”). If Seller for any reason Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to deliver title obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement without reduction of or set off against the Purchase Price (provided that, if Buyer determines prior to the Real Property subject only to end of the Conditions of Title or is unwilling to remove or otherwise cure any title matter Due Diligence Period that is the same shall not a Condition to Title (other than be issued, Buyer shall, nonetheless, still have the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be right to terminate this Agreement within five (5) days after written notice from Seller prior to the end of such inability or unwillingness (but not later than the Closing Date) Due Diligence Period and receive a return prompt refund of the DepositXxxxxxx Money), and neither Seller nor Buyer (c) the Closing shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief not be delayed as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenserequest.

Title Policy. Conclusive evidence of delivery of title in accordance with Each item and matter revealed by the foregoing shall be the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title Commitment (other than the Existing Monetary EncumbrancesRejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each Rejected Exception), then Buyer’s sole remedy subject to the provisions of this Paragraph 8(a). Buyer shall be use commercially reasonable efforts to terminate this Agreement within five (5) days after written notice from Seller of such inability satisfy or unwillingness (but not later than eliminate, on or before the Closing Date) and receive a return of , those Title Requirements to be performed or otherwise satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the DepositClosing Date, and neither Seller nor Buyer shall thereafter have any further rights those Title Requirements to be performed or obligations under otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except for those obligations that (i) as expressly survive set forth in Seller's Title Notice, and (ii) in an amount not to exceed $50,000 in the termination of this Agreement aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation, Buyer’s such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentences of this Paragraph 8(a)(v), or as expressly set forth in Seller's Title Notice, (A) Seller shall have no obligation to perform incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Continuing Obligations). Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no right recourse to commence equitable relief based on any action for damagessuch failure, specific performance and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other relief as a result of Seller’s inability to deliver title to item or matter not revealed by the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; providedCommitment, however, that then Buyer shall have the right to commence an action for specific performance against Seller ifsole option of either: (ix) at Closing terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller fails and Escrow Agent prior to remove from title Closing, in which case the Existing Monetary EncumbrancesDeposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (iiy) Seller fails proceeding to remove from title any exceptions created by Seller on or after Closing, subject to the date of Buyer’s Title Report provisions set forth herein. In the event that (i.e., February 6, 2012I) without the prior written consent of Buyer elects to terminate this Agreement pursuant to clause (other than new Leases signed in accordance with the terms x) of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update Paragraph 8(a)(v) due to Seller’s Existing Survey's failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller's Title Notice and (II) necessary Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer's reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the issuance of an ALTA title policy transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be obtained by Buyer at Buyer’s expensedeemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a “Permitted Exception” under this Agreement.

Title Policy. Conclusive evidence of delivery of title in accordance with At Closing, the foregoing shall be the willingness of Title Company shall issue to issue Buyer or commit be irrevocably committed to issue to Buyer, upon payment of its regularly scheduled premium, its Buyer an extended coverage ALTA extended owner’s form title policy of title insuranceor policies (collectively, the “Title Policy”), in the amount of the Purchase Price, showing insuring that fee simple (or leasehold, as applicable) title to the Real Property is vested of record in Buyer, Buyer subject only to the Conditions of Permitted Exceptions. Buyer shall be entitled to request that the Title Company provide such endorsements to the Title Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at no cost to, and the standard printed exceptions and conditions in the policy of title insuranceshall impose no additional liability on, Seller, (b) (the “Title Policy”). If Seller for any reason Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to deliver title obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate transaction contemplated by this Agreement within five without reduction of or set off against the Purchase Price, and (5c) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief not be delayed as a result of SellerBuyer’s inability request. Seller shall have no obligation to deliver provide any affidavits, personal undertakings or title indemnities to the Real Property subject only Title Insurer respecting the issuance of the Title Policy or any endorsements to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to TitlePolicy; provided, howeverthat Seller will provide the Title Insurer with a customary ALTA statement, that Buyer shall have personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to Seller, which will permit the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails Title Insurer to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date standard “mechanics lien” and “GAP” exceptions. Agreement of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense.Sale and Purchase

Title Policy. Conclusive evidence of delivery of title in accordance with At Closing, the foregoing shall be the willingness of Title Company shall issue to issue Buyer or commit be irrevocably committed to issue to Buyer, upon payment of its regularly scheduled premium, its Buyer an extended coverage ALTA extended owner’s form title policy of title insuranceor policies (collectively, the “Title Policy”), in the amount of the Purchase Price, showing insuring that fee simple title to the Real Property is vested of record in Buyer, Buyer subject only to the Conditions of Permitted Exceptions. Buyer shall be entitled to request that the Title Company provide such endorsements (other than an extended coverage endorsement) to the Title Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at no cost to, and the standard printed exceptions and conditions in the policy of title insuranceshall impose no additional liability on, Seller, (b) (the “Title Policy”). If Seller for any reason Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to deliver title obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate transaction contemplated by this Agreement within five without reduction of or set off against the Purchase Price, and (5c) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief not be delayed as a result of SellerBuyer’s inability request. Seller shall have no obligation to deliver provide any affidavits, personal undertakings or title indemnities to the Real Property subject only Title Insurer respecting the issuance of the Title Policy or any endorsements to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to TitlePolicy; provided, howeverthat Seller will provide the Title Insurer with a customary ALTA statement, that Buyer personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to Seller and containing such statements as are customarily required by the Title Insurer, which will permit the Title Insurer to remove the standard parties in possession, “mechanics lien”, brokers’ lien and “GAP” exceptions. Seller shall have also cause the right Property Manager to commence an action for specific performance against Seller if: (i) deliver at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date a customary form of Buyerproperty manager’s Title Report (i.e., February 6, 2012) without the prior written consent lien waiver. Agreement of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense.Sale and Purchase

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing Seller shall be the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property as required by this Agreement subject only to Permitted Exceptions; provided, however, in the Conditions of Title or is unwilling to remove or otherwise cure any title matter event that this condition is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller satisfied as of such inability or unwillingness (but not later than the Closing Date) and receive a return , then, without limitation of the Deposit, and neither Seller nor Buyer shall thereafter have any further other cure rights or obligations under provided in this Agreement, except Seller shall have the right to adjourn the Closing in accordance with Sections 3, 4 and 8.1(b). If any of the foregoing conditions have not been satisfied as of the Closing Date for those obligations that expressly survive the termination reasons other than a Purchaser default, then Purchaser, subject to any applicable notice and cure periods as provided in other provisions of this Agreement (including, without limitation, Buyer’s Sections 7.2 and 8.1(b)), shall be entitled to terminate this Agreement pursuant to this Section 8.9 by giving Seller written notice to such effect, whereupon (i) this Agreement shall automatically terminate, (ii) the Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, (iii) each party shall pay one-half (1/2) of the expenses of escrow and (iv) neither party shall have any further obligation to perform the Continuing other party hereunder, except for the Surviving Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer notwithstanding the foregoing, in the event that Purchaser terminates this Agreement due to a Seller default (excluding any termination of this Agreement by Purchaser pursuant to this Section 8.9), Section 7.2 shall control the rights, remedies and obligations of the parties. If Purchaser has knowledge that a condition remains unsatisfied but nonetheless elects not to terminate this Agreement or to pursue any remedies it may have under Article VII and proceeds with Closing, then such unsatisfied condition shall be deemed waived by Purchaser, and such waiver will be deemed to include any and all Claims associated with the same, including any post-closing survivability or post-closing indemnity, and Seller shall have no liability with respect to the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expenseunsatisfied condition so waived.

Title Policy. Conclusive evidence of delivery of title in accordance with As a condition precedent to Purchaser’s obligation to close under this Agreement, the foregoing Title Company shall be the willingness have delivered to Purchaser at Closing, at Purchaser’s sole cost and expense, one or more ALTA Standard Owner’s Policy of Title Company to issue or commit to issue to BuyerInsurance for the Property (collectively, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver ) issued by the Title Company, showing fee simple title to the Real Property in the name of Purchaser subject only to the Conditions Standard Exceptions and the Permitted Encumbrances. Notwithstanding anything herein to the contrary, with respect to the Property, Purchaser shall accept one or more signed, marked title commitments at Closing, in form consistent with the title commitment(s) approved by Purchaser hereunder, which shall be deemed to satisfy the condition precedent set forth in this Section 3.3. Seller shall reasonably cooperate with Purchaser for the issuance of the Title or is unwilling Policy by furnishing such customary Owner Affidavits, GAP Undertakings, to remove or otherwise cure any title matter that the extent applicable, and other such documents as may be reasonably required in order to effectuate the Closing and which do not cause Seller’s obligations to exceed, and which are consistent with, the deeds to be delivered at Closing. Should the condition precedent in this Section 3.3 not be satisfied at Closing, Purchaser shall have the right, as its sole remedy, in the event such condition precedent is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement satisfied within five (5) 10 business days after written notice from to Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Depositthereof, and neither Seller nor Buyer shall thereafter have any further rights or obligations under to terminate this Agreement, except for those obligations that expressly survive upon written notice to Seller, whereupon the termination of this Agreement (including, without limitation, Buyer’s obligation Xxxxxxx Money shall be returned to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to TitlePurchaser; provided, however, that Buyer shall have in the right event such condition is not satisfied due to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller intentional acts of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy , then Purchaser shall be obtained by Buyer at Buyer’s expenseentitled to pursue its remedies under Article XII below.

Title Policy. Conclusive evidence of delivery of title in accordance with Each item and matter revealed by the foregoing shall be the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title Commitment (other than the Existing Monetary EncumbrancesRejected Exceptions) shall be a “Permitted Exception” under this Agreement. At Closing, the Title Policy (as further defined in Paragraph 9(a)(ii) of this Agreement) shall be as described in the Title Commitment (but free of each Rejected Exception), then Buyer’s sole remedy subject to the provisions of this Paragraph 8(a). Buyer shall be use commercially reasonable efforts to terminate this Agreement within five (5) days after written notice from Seller of such inability satisfy or unwillingness (but not later than eliminate, on or before the Closing Date) and receive a return of , those Title Requirements to be performed or otherwise satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the DepositClosing Date, and neither Seller nor Buyer shall thereafter have any further rights those Title Requirements to be performed or obligations under otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (x) Seller shall not be required to expend any funds in connection with the Title Policy except for those obligations that (i) as expressly survive set forth in Seller’s Title Notice, and (ii) in an amount not to exceed $50,000 in the termination of this Agreement aggregate to satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in connection with the Title Policy (including, without limitation, Buyer8 such requirements as may be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Except as expressly required under the foregoing sentence, or as expressly set forth in Seller’s Title Notice, (A) Seller shall have no obligation to perform incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Continuing Obligations). Title Commitment, (B) no failure by Seller to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no right recourse to commence equitable relief based on any action for damagessuch failure, specific performance and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other relief as a result of Seller’s inability to deliver title to item or matter not revealed by the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; providedCommitment, however, that then Buyer shall have the right to commence an action for specific performance against Seller ifsole option of either: (ix) at Closing terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller fails and Escrow Agent prior to remove from title Closing, in which case the Existing Monetary EncumbrancesDeposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (iiy) Seller fails proceeding to remove from title any exceptions created by Seller on or after Closing, subject to the date of Buyer’s Title Report provisions set forth herein. In the event that (i.e., February 6, 2012I) without the prior written consent of Buyer elects to terminate this Agreement pursuant to clause (other than new Leases signed in accordance with the terms x) of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update Paragraph 8(a)(v) due to Seller’s Existing Surveyfailure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller’s Title Notice and (II) necessary Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer’s reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the issuance of an ALTA title policy transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be obtained by Buyer at Buyer’s expensedeemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a “Permitted Exception” under this Agreement.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of The Title Company to issue or commit is unconditionally and irrevocably committed to issue to BuyerBUYER at Closing a CLTA standard coverage owner’s title policy, or, upon payment of its regularly scheduled premiumBUYER’s request, its an ALTA extended coverage owner’s policy of title insuranceinsurance (provided BUYER shall be responsible for any survey costs associated therewith and BUYER must deliver an ALTA survey acceptable to the Title Company for the issuance of such extended coverage at least ten (10) business days prior to the Closing Date and BUYER shall be responsible for the additional cost of the extended coverage), insuring BUYER’s title to the Property in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of following (collectively, the “Approved Title Exceptions”): (and i) the standard printed exceptions and conditions exclusions from coverage contained in such form of the policy policy; (ii) real estate taxes not yet due and payable; (iii) matters created by, through or under BUYER; (iv) items disclosed by the Survey and Preliminary Title Report (including any supplements) and approved or deemed approved by BUYER pursuant to the title review provisions in Section 2.4, or, if BUYER fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of the Property or a physical inspection of the Property; and (v) any Title Objections that neither SELLER nor the Title Company has agreed to remove from title insurance) or insure over (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the The issuance of an ALTA title extended coverage policy shall not be obtained a condition precedent to BUYER’s obligation to close the Escrow, and BUYER shall not object to the Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of any particular title endorsements requested by Buyer BUYER, at BuyerBUYER’s sole cost and expense., shall not be a condition precedent to BUYER’s obligation to close this Escrow and BUYER acknowledges that BUYER is solely responsible for ascertaining the availability of any such endorsements prior to the end of the Due Diligence Period. If endorsements are required to cure defects in title and SELLER have agreed to provide such endorsements as a means of curing such title defects, then SELLER shall pay for such endorsements

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing It shall be a condition precedent to Purchaser's obligation to consummate the willingness transaction contemplated by this Agreement that the Title Company can and will issue an ALTA Owner's Policy of Title Company to issue or commit to issue to BuyerInsurance (Form B, upon payment of its regularly scheduled premiumAmended 1987, its ALTA extended owner’s policy of title insurance, if available) (the "Title Policy") in the full amount of that portion of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than Price payable by Purchaser on the Closing Date) and receive a return Date as provided in Paragraph 13.02 hereof, insuring Purchaser as the owner in fee simple of the DepositProject, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreementall appurtenant easements thereto, free and clear of all liens and encumbrances, except for those obligations that expressly survive the termination Permitted Exceptions, and without exception for rights or claims of this Agreement (includingparties in possession not shown by the public records, without limitationencroachments, Buyer’s obligation overlaps, boundary line disputes, or any other matter disclosed by the Survey which Purchaser has not waived or approved or is deemed to perform the Continuing Obligations). Buyer shall have no right approved pursuant to commence any action for damagesParagraph 6.03 hereof, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the Title Policy may show the rights of the Tenants and New Tenants (as hereinafter defined) under New Leases (as hereinafter defined) that are fully executed prior to the Closing as parties in possession (or right to commence an action for specific performance against possession) as tenants only. Purchaser shall attempt to cause the Title Company, as part of the Title Policy, to issue the following endorsements in the form of those set forth in Schedule 6.04 attached hereto ("Endorsements"): CC&R Endorsement (unless easements appurtenant to the Project are additionally insured parcels on Schedule A of the Title Policy), Comprehensive No. 1, Access, Survey, Contiguity (but only to the extent of contiguous portions of the Land as depicted on Schedule 1.02 attached hereto), Tax Parcel, Environmental, Encroachment Mineral Rights and Zoning 3.1 (with parking). Any Survey or physical inspection requirements imposed as a condition to the issuance of the Title Policy may be satisfied by Seller if: as a Shared Closing Cost, except costs and expenses in respect to correcting Survey Defects which shall be paid by Seller. Seller shall execute such affidavits and certificates as the Title Company may require as a condition to the issuance of the Title Policy, and a copy of each such affidavit or certificate shall be delivered to Purchaser. In addition, as part of the Shared Closing Costs, Seller shall cause (i) at Closing Seller fails the Title Policy to remove from title be dated down to the Existing Monetary Encumbrancesdate each Earn-Out Payment (as hereinafter defined) is paid during or after the Earn-Out Period showing no new exceptions, except the Permitted Exceptions, the subject or previous New Leases, and exception caused, permitted or claimed by, through or under Purchaser or its successors and assigns; or and (ii) Seller fails the amount of the Title Policy's coverage to remove from title any exceptions created by Seller on or after be increased to an amount that equals the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expensesubject Earn-Out Payment.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing Title Company shall be irrevocably committed to issuing in favor of Buyer as of the willingness Close of Escrow an ALTA Owner’s Standard Coverage Policy of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, Insurance (Form 10-17-92)(the “Title Policy”) with liability in the amount of the Purchase Price, showing dated the date of the Close of Escrow, issued by the Title Company, insuring that Buyer is vested with fee simple title to in the Real Property vested of record in BuyerLand and any easements appurtenant thereto as shown on the Commitment, subject only to the Conditions of Title (Permitted Exceptions and containing such endorsements as Buyer and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to TitleCompany may agree; provided, however, Buyer may arrange that in lieu of the Title Policy, the Title Company shall issue an ALTA Owner’s Extended Coverage Policy of Title Insurance (the “ALTA Policy”) with such liability and coverage. If, after Opening of Escrow and prior to Close of Escrow, Title Company discloses to Buyer a new exception, or materially amends any exception previously approved by Buyer during the Exclusivity Period, or materially amends the terms under which the Title Company is willing to issue its policy of title insurance, then Buyer shall have five business days from its receipt of such disclosure (together with legible copies of all documents mentioned in such disclosure) to disapprove the right same by written notice to commence an action for specific performance against Seller if: (i) at Closing and Escrow Holder; Buyer’s failure to so notify Seller fails shall be deemed to remove mean that such disclosures are acceptable to Buyer and shall constitute additional Permitted Exceptions. Any such disapproved disclosures shall be treated as Disapproved Title Matters and the procedures therefor set forth in the Exclusivity Agreement shall be implemented. Seller shall cause to be released from title at or prior to the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date Close of Buyer’s Title Report (i.e.Escrow all mortgages, February 6deeds of trust, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for mechanics liens and judgment liens then encumbering the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expense, as well as any delinquent real property taxes and assessments.

Title Policy. Conclusive evidence It shall be a condition to Buyer's obligation to close hereunder that, at Closing, Escrow Agent shall deliver to Buyer the Title Policy, in the form promulgated by the state in which the Premises are situated and subject only to the Permitted Exceptions; provided that in the event the Title Policy is not available at Closing, then the Escrow Agent shall provide Buyer at Closing, at Buyer's option, with either (i) a "marked title commitment", committing to issue the Title Policy in the form required by this Agreement, or (ii) a proforma owner's title policy, with the Title Policy to be delivered to Buyer as promptly after Closing as reasonably possible. Subject to the last sentence of delivery this Section 39, should the foregoing condition not be satisfied at Closing, then Seller shall have the right, but not the obligation, upon notice delivered to Buyer at Closing, to extend the Closing for a period not to exceed thirty (30) days for the purpose of attempting to obtain a substitute owner's policy of title insurance (the "Substitute Policy") from a national title underwriter reasonably acceptable to Buyer, such Substitute Policy to be in the form required by this Agreement and subject only to the Permitted Exceptions. Should Seller be successful in obtaining the Substitute Policy, then the parties shall proceed to consummate the transaction contemplated hereby on the extended Closing Date, in accordance with the foregoing terms and conditions of this Agreement, at which time Buyer shall be the willingness of Title Company provided with either a marked title commitment or proforma owner's title policy committing to issue the Substitute Policy, with Seller paying any additional charge for the Substitute Policy. Should Seller have the right to so extend Closing but elect not to do so, or commit should Seller elect to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller extend Closing but for any reason is be unable to deliver title to obtain the Real Property subject only to Substitute Policy by the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances)extended Closing Date, then Buyer’s sole remedy this Agreement automatically shall terminate, whereupon the Xxxxxxx Money shall be returned to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, Buyer and neither Seller nor Buyer party shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive hereunder. Notwithstanding the termination foregoing provisions of this Agreement (includingSection 39, without limitationin the event the condition set forth in the first sentence of this Section 39 is not satisfied by Closing as a result of a breach by Seller of any of its obligations hereunder, Buyer’s obligation to perform the Continuing Obligations). Buyer then Seller shall have no right to commence any action for damagesextend the Closing, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that and Buyer shall have the right be entitled to commence an action for specific performance against Seller if: (i) at Closing Seller fails pursue all remedies available under this Agreement with respect to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained by Buyer at Buyer’s expensesuch breach.

Title Policy. Conclusive evidence of delivery of title in accordance with the foregoing shall be the willingness of The Title Company to issue or commit is unconditionally and irrevocably committed to issue to BuyerLACSD at Closing a CLTA standard coverage owner’s title policy, or, upon payment of its regularly scheduled premiumLACSD’s request, its an ALTA extended coverage owner’s policy of title insuranceinsurance (provided LACSD shall be responsible for any survey costs associated therewith and LACSD shall be responsible for the additional cost of the extended coverage), insuring LACSD’s title to the Purchase Property in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of following (collectively, the “Approved Title Exceptions”): (and i) the standard printed exceptions and conditions exclusions from coverage contained in such form of the policy policy; (ii) real estate taxes not yet due and payable; (iii) matters created by, through or under LACSD; (iv) items disclosed by the Survey and Preliminary Title Report (including any supplements) and approved or deemed approved by LACSD pursuant to the title review provisions in Section 2.4, or, if LACSD fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of the Purchase Property or a physical inspection of the Purchase Property; and (v) any Title Objections that neither CSA 70 D-1 nor the Title Company has agreed to remove from title insurance) or insure over (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the The issuance of an ALTA title extended coverage policy shall not be obtained a condition precedent to LACSD’s obligation to close the Escrow and LACSD shall not object to the Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of any particular title endorsements requested by Buyer LACSD, at BuyerLACSD’s sole cost and expense., shall not be a condition precedent to LACSD’s obligation to close this Escrow and LACSD acknowledges that LACSD is solely responsible for ascertaining the availability of any such endorsements prior to the end of the Due Diligence Period. If endorsements are required to cure defects in title and CSA 70 D-1 has agreed to provide such endorsements as a means of curing such title defects, then CSA 70 D-1 shall pay for such endorsements

Title Policy. Conclusive evidence Additionally, and regardless of delivery which, if any, of title in accordance with the foregoing above options which Am-Pac may choose to refinance the Real Property, Sweeney shall be the willingness provide an Owner's Xxxxxy of Title Company Insurance, or in the event that Am-Pac opts to issue or commit to issue to Buyerrefinance through third parties, upon payment a Lenders Policy of its regularly scheduled premiumTitle Insurance, its ALTA extended owner’s policy of (title insurance, policy) issued by an authorized title company in the amount of at least the Purchase Priceappraised value(s), showing evidencing clear title to the Real Property vested Property, prior to Closing, and which shall be preceded by a Title Report or Commitment, accompanied by copies of record in Buyerall recorded documents relating to easements, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to rights-of-way, etc., affecting the Real Property subject only to Property. Am-Pac shall give Sweeney written notice on or befxxx the Conditions expiration of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title ten (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (510) days after it receives the Title Report or Commitment that the condition of title as set forth therein is or is not satisfactory. Therefore, Sweeney and Investments shalx xxxxptly undertake to eliminate or modify all unacceptable matters to the reasonable satisfaction of Am-Pac. In the event they are unable to do so within ten (10) days after receipt of written notice from Seller of such inability or unwillingness (but not later than the Closing Date) notice, Am-Pac may terminate this agreement; otherwise, this condition shall be deemed to be acceptable and receive a return any objection thereto shall be deemed to have been waived for all purposes. The costs of the Deposit, title report,commitment and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an ALTA title policy shall be obtained paid one-half by Buyer at Buyer’s expenseAm-Pac and one-half by Sweeney and deducted frox xxx xotal amount of consideration provided in Article IV, i.e. the $1,690,000. Sweeney and Investments hereby xxxxxrize and instruct Am-Pac to deduct such amount from the consideration set forth in Article IV, issue a corresponding reduced number of Am-Pac shares to Sweeney, upon Closing.