Common use of Title Review and Cure Clause in Contracts

Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”.

Title Review and Cure. During the Inspection Period, If Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on obtains the Title Commitment and Survey, except Purchaser shall have the right to approve or disapprove the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to condition of title and survey to the Real Property Property. Not less than seven (7) days prior to the Closing Date, Purchaser shall deliver to Seller written notice of Purchaser's disapproval of any matters of title reflected in the Title Commitment and the Survey that do not constitute Permitted Exceptions. Purchaser shall provide Seller with a copy of the Title Commitment and Survey obtained by Purchaser. The failure of Purchaser to deliver to such notice on or before such date shall be deemed to constitute Purchaser's approval of the condition of title exceptions and survey to the Real Property. If Purchaser so gives Seller notice of its disapproval of any matter of title shown in the Title Commitment or encumbrancesthe Survey, arisingthen Seller may, bybut shall have no obligation to, through elect to eliminate to Purchaser's reasonable satisfaction the disapproved title matters by giving Purchaser written notice of those disapproved title matters, if any, which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or is unable to, eliminate any disapproved title matters, then Purchaser shall have the right, upon delivery to Seller of a written notice, to either: (a) waive its prior disapproval and proceed to close its purchase of the Premises, in which event said disapproved matters shall be deemed to be Permitted Exceptions, or (b) terminate this Agreement. Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Purchaser's election to take the action described in clause (a) above. If Purchaser elects to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under Purchaser, real estate taxes or other assessments not yet due and payablethis Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), and the rights of tenants in possessionDeposit shall be immediately returned to Purchaser. Purchaser shall be deemed to have approved any title exception that Seller is not obligated to remove and to which either Purchaser did not object as provided above, or to which Purchaser did object, but with respect to which Purchaser did not terminate this Agreement as tenants onlyprovided above, under and the Leases, are herein collectively called, the “same shall be deemed a Permitted Exceptions”Exception.

Title Review and Cure. During Buyer shall have twenty (20) days following its receipt of the Inspection Title Report (the “Title Review Period, Purchaser shall ”) to review same and to either approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Xxxxx shall deliver to Seller in writing and Escrow Agent written notice (“PurchaserXxxxx’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s disapproval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report, then Seller shallmay, but shall have no obligation to, within three five (35) business days of after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s satisfaction, in Xxxxx’s sole discretion, the disapproved title matters by giving Xxxxx written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it shall cure which Xxxxxx agrees to so eliminate by the Closing Date. If Seller does not elect to, or cause is unable to, eliminate or ameliorate any disapproved title matters, Buyer acting in its sole discretion disapproves Seller’s Title Notice, or Seller fails to be cured prior to the Closing. Seller timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Agent (on or before Closing, five (i5) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to business days following the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (b) above. If Seller declines, Buyer elects (or is deemed to have declined, elected) to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract Agreement as provided in clause (whereupon all sums paid as Xxxxxxx Moneyb) above, less this Agreement shall automatically terminate, the applicable Independent Contract Consideration, parties shall be returned released from all further obligations under this Agreement (except pursuant to Purchaser any provisions which by the Escrow Agenttheir express terms survive a termination of this Agreement), the applicable Independent Contract Consideration Deposit shall be immediately paid returned to Buyer and Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (see Paragraph 5.A) and all other documents, instruments and materials previously provided by Seller to Buyer, if any (collectively, the Escrow Agent and thereafter neither Seller nor Purchaser “Property Information”). Buyer shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is been deemed to have declined approved any title exception that Seller is not obligated to cure or remove and to which either Buyer did not expressly agree in object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described abovesole cost and expense, all matters shown on the Title Commitment monetary liens, claims and Surveyencumbrances of record, except and Buyer shall not be required to the extent Seller expressly agreed in Seller’s Response object to cure such matterssame; all matters objected to in Purchaser’s Objection Notice which are subsequently waivedof which, or deemed waivedif any, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments shall not yet due and payable, and the rights of tenants in possession, become a Permitted Exception (as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”defined below).

Title Review and Cure. During the Inspection Period, Purchaser Buyer shall review notify Seller in writing of any title or survey objections (i) at least 5 business days prior to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver Due Diligence Period with respect to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth items disclosed in the Title Commitment, Exception Documents, Report or the Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure and (ii) at or cause prior to be cured Closing with respect to any items which: (1) are first raised by the Title Company on or after 3 business days prior to the expiration of the Due Diligence Period and prior to Closing, and (2) are not the result of Buyer’s acts. Failure to timely provide such a notice of objections shall constitute an approval by Buyer of all matters disclosed in the Title Report and any matters that would have been disclosed by an accurate survey of the Property. Seller shall have no obligation to cure any title exceptions objections, except that financings created by Seller, judgment liens against Seller, and/or mechanics’ liens created under contracts with Seller, which liens Seller shall in all events be obligated to cause to be released on or before Closingat the Closing (the “Seller Financings”). Seller may, (i) all liens filed against but shall not be obligated to, attempt to cure, subject to Buyer’s approval in its reasonable discretion, by the Property created or assumed Closing Date, any title objections noted by Seller, (ii) all items, if any, Buyer other than Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection PeriodFinancings. If Seller fails elects not to send Seller’s Response Seller cure any title objection (failure to make such election with regard to any title objection within 2 business days shall be deemed to have declined an election not to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinessuch title objection), or is deemed to have declined, fails to cure any item title objection it has elected to which Purchaser objected in Purchaser’s Objection Noticecure by the Closing Date, Purchaser then Buyer shall have three (3) business days to elect to either (x) terminate this Contract Agreement by written notice to Seller given on or before 10 days after receipt (whereupon all sums paid as Xxxxxxx Money, less and the applicable Independent Contract Consideration, Closing Date shall be returned extended as necessary to Purchaser by afford Buyer said 10 day period) of any notice or deemed notice from Seller that it elects not to cure any title objections, or, in the Escrow Agentevent Seller has elected to cure a title objection, but is unable to do so, the applicable Independent Contract Consideration shall be immediately paid to Seller by Closing Date, as applicable, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and thereafter neither Seller nor Purchaser party shall have any further liability to the other under this Contract rights or liabilities hereunder except for such obligations of Purchaser which expressly survive the termination as provided in Sections 2.2, 2.3 and 10.2 of this Contract)Agreement, or (y) waive those objections such title objections, in Purchaser’s Objection Notice which Seller is deemed event the Closing shall occur and Buyer shall accept title to have declined the Property subject to cure or which did not expressly agree in Seller’s Response such title condition and without adjustment to cure. In the event Purchaser fails to timely elect (x) or (y) abovePurchase Price, then Purchaser shall be conclusively deemed to have elected (y) above. Subject subject to Seller’s obligation to cure certain pay the Seller Financings. Failure to so terminate shall constitute waiver of title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, objections. Those items approved by Buyer or deemed waived, approved by Purchaser, any defects in or objections Buyer are hereinafter referred to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions.”.

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real each Property as disclosed by the Title CommitmentDocuments. Purchaser shall be entitled to object to any title matters shown in the Title Documents, the Exception Documents related thereto and the existing survey in its sole discretion, by a written notice of objections delivered to Seller on or Survey for such Real Property and, no later before the expiration of the Inspection Due Diligence Period. Purchaser shall notify Seller before the expiration of the Due Diligence Period which title exceptions (excluding survey matters), if any, will not be accepted by Purchaser (the “Title Notice”). If Purchaser fails to notify Seller in writing of its disapproval of any exceptions before the expiration of the Due Diligence Period, Purchaser may deliver shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing (“Purchaser’s Objection Notice”) such objections as that Purchaser may objects to any exceptions to title, Seller shall have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its Business Days after receipt of Purchaser’s Objection Notice, advise the Title Notice to notify Purchaser in writing of either of the following: (“Seller’s Response”a) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released will remove such objectionable exceptions from title on or before the Closing, ; or (ib) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, that Seller agrees elects not to cure in the Seller’s Response, and (iii) any cause such exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Periodbe removed. If Seller fails to send Seller’s Response notify Purchaser within such three (3) Business Day period, then Seller shall be deemed to have declined made an election under the foregoing clause (a). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations (including, without limitation, mechanics and materialmens liens or claims thereof, any liens or encumbrances that secure obligations for borrowed money and any exceptions or encumbrances to title which are created by or through Seller after the Effective Date) disclosed in the Title Commitment constituting a lien against the Real Property are to be satisfied by Seller before Closing other than Taxes that are not yet due and payable, and Seller shall, at Seller’s sole cost and expense, cause each Property to be vested in the respective Property Entity to the satisfaction of the Title Company so that the Title Company will insure that such Property Entity has fee title to the respective Real Property. With respect to any other objections, Seller will reasonably cooperate with Purchaser in curing such objections. The procurement by Seller of a commitment for the issuance of the respective Title Policies (as defined in Section 5.2(i) hereof) or an endorsement thereto insuring Purchaser, in a manner acceptable to Purchaser, against any title exception which was disapproved pursuant to this Section 3.3 shall be deemed a cure all objections set forth in Purchaser’s Objection Noticeby Seller of such disapproval. If Seller declines, or is deemed to have declined, to cure any item to which gives Purchaser objected in Purchaser’s Objection Noticenotice under clause (b) above, Purchaser shall have three (3) business days Business Days after the date of such notice in which to elect notify Seller that Purchaser will nevertheless proceed with the purchase in accordance with the provisions of this Agreement and take title to (x) the Property subject to such exceptions, or that Purchaser will terminate this Contract (whereupon all sums paid as Xxxxxxx Agreement and receive a refund of the Exxxxxx Money, less . If after the applicable Independent Contract Consideration, shall be returned to Purchaser by expiration of the Escrow Agent, Due Diligence Period the applicable Independent Contract Consideration shall be immediately paid to Seller by Title Company revises either Title Commitment or any of the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract)UCC Commitments, or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed the surveyor revises either Survey, to have declined add or modify exceptions, or to cure add or which did not expressly agree in Seller’s Response modify the conditions to cure. In obtaining any endorsement requested by Purchaser during the event Purchaser fails to timely elect (x) or (y) aboveDue Diligence Period, then Purchaser may terminate this Agreement and receive a refund of the Exxxxxx Money if the provision for their removal or modification satisfactory to Purchaser is not made. In such case, the respective Closing Date shall be conclusively deemed extended for up to have elected ten (y10) abovedays in order for Purchaser and Seller to determine if such exception can be resolved and to give Purchaser the opportunity to terminate this Agreement and receive a refund of the Exxxxxx Money if the exception is not removed. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”PURCHASER ACKNOWLEDGES THAT IT HAS COMPLETED ITS REVIEW OF THE TITLE DOCUMENTS AND DOES NOT OBJECT TO ANY TITLE MATTERS RELATED THEREIN.

Title Review and Cure. During the Inspection Period, Purchaser shall review has reviewed title to the Real Property as disclosed by the Title CommitmentCommitment and the exception documents and, if obtained, the Exception Documents related thereto Survey and the existing survey has sent Seller written notice of its objections. Purchaser shall be deemed to have waived any title defects or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth reflected in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does Commitment if Seller has not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days received written notice of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured such objection prior to the Closingdate of this Agreement. In addition, Seller shall have no obligation to cure any title exceptions objections except that mortgages and other liquidated liens and title defects (regardless of amount) placed against the Property due to the acts of Seller (“Voluntary Liens”) and other liquidated liens and judgments against Seller, and open notices of commencement but only up to $1,100,000.00 in the aggregate, exclusive of Voluntary Liens and open Notices of Commencement which matters Seller shall in all events be obligated to cause to be released on at or before Closing, (i) all liens filed against prior to the Property created Closing or assumed affirmatively insured over by Seller, (ii) all items, if any, the Title Company. Seller further agrees to cure in the Seller’s Response, and (iii) remove any exceptions or encumbrances to title which are created by, through or under by Seller after the Effective Date effective date of this Contract the Title Commitment without Purchaser’s consent and which render title unmarketable. Marketable title shall be determined according to applicable Title Standards, adopted by authority of The Florida Bar and in accordance with applicable law. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not reflected on part of the promulgated title insurance form) in the Title Commitment prior that the Title Company has not agreed to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, insure over or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on remove from the Title Commitment and Surveythat Seller is not required to remove as provided above; items shown on the Survey if obtained, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; which have not been removed and, if no Survey is obtained, then all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, that would be disclosed by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, an accurate survey; real estate taxes or other assessments for the year 2006, which are not yet due and payable, payable (provided that such taxes shall be prorated between the parties as set forth in this Agreement); and the rights of tenants in possession, possession as tenants only, only under the Leases, are herein collectively called, Leases as set forth in the “Permitted Exceptions”Rent Roll as the same may be updated from time to time.

Title Review and Cure. During the Inspection Period, (a) Purchaser shall review have the right to object, in its sole and absolute discretion, to any exceptions to title to the Real Property as disclosed by the Title Commitment, or to any matter shown on the Exception Documents related thereto and the existing survey or Survey for such Real Property andSurvey, by giving written notice to Seller (“Purchaser’s Notice”) no later than ninety (90) days after the Effective Date (“Title Review Deadline”). Within ten (10) Business Days of receiving such notice (the “Seller Cure Period”), Seller may, at its option, use reasonable efforts to remove, correct and cure such exceptions or other matters to the reasonable satisfaction of Purchaser (and Seller shall provide to Purchaser written notice of its election to remove, correct and cure such exceptions and/or such other matters, such notice being referred to as the “Seller Response”). Notwithstanding the foregoing, Seller shall not be required to have any documents associated with Seller’s lender’s deed of trust released prior to Closing. If Seller does not give the Seller’s Response within such ten (10) Business Day period, then Seller shall be deemed to have refused to cure all objections raised in Purchaser’s notice. If Seller elects not to endeavor to cure or fails to cure one or more of Purchaser’s title and survey objections prior to the expiration of the Inspection Seller Cure Period, then Purchaser may deliver shall, until the period ending five (5) Business Days after delivery of the Seller’s Response, or if the Seller’s Response is not given, then until the period ending five (5) Business Days after the expiration of the period within which Seller was permitted to give the Seller’s Response, have the option as Purchaser’s sole right and remedy, to terminate this Agreement by written notice to Seller and to receive the return of the Deposit, whereupon the parties shall have no further rights or obligations hereunder except for the Surviving Obligations; however, if Purchaser fails to terminate the Agreement in writing (“Purchaser’s Objection Notice”) such objections as accordance with this Section 4.2(a), Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which have waived the objections, if anyin which case such objections shall thereafter be treated as Permitted Exceptions. Notwithstanding the foregoing, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions objections except that for Mandatory Cure Items, which items Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the at Seller’s Responseexpense, and (iiiincluding any recording fees incurred or to be incurred in connection therewith) any exceptions to title created by, through at or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection PeriodClosing. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the The term “Permitted Exceptions”.

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title CommitmentDocuments. Purchaser shall be entitled to object to any title matters shown in the Title Documents, the Exception Documents related thereto and the existing survey in its sole discretion, by a written notice of objections delivered to Seller on or Survey for such Real Property and, no later before the expiration of the Inspection Due Diligence Period, . Purchaser may deliver to shall notify the Seller in writing before the expiration of the Due Diligence Period which title exceptions (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objectionsexcluding survey matters), if any, it shall cure or cause will not be accepted by Purchaser (the “Title Notice”). If Purchaser fails to be cured prior to the Closing. notify Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) writing of its disapproval of any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to before the expiration of the Inspection Due Diligence Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have one (1) business day after receipt of the Title Notice to notify Purchaser of either of the following: (a) that Seller will remove all such objectionable exceptions from title on or before the Closing; (b) that Seller will remove certain objectionable exceptions from title on or before the Closing; or (c) that Seller elects not to cause such exceptions to be removed. If Seller fails to send Seller’s Response notify Purchaser within such one (1) business day period, then Seller shall be deemed to have declined made an election under the foregoing clause (c). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations (including, without limitation, mechanics’ and materialmens’ liens or claims thereof, any liens or encumbrances that secure obligations for borrowed money and any exceptions or encumbrances to title which are created by or through Seller after the Effective Date) disclosed in the Preliminary Title Report constituting a lien against the Real Property are to be satisfied by Seller before Closing. With respect to any other objections, Seller will reasonably cooperate with Purchaser in curing such objections. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 5.2(f) hereof) or an endorsement thereto insuring Purchaser, in a manner acceptable to Purchaser, against any title exception which was disapproved pursuant to this Section 3.2 shall be deemed a cure all objections set forth in Purchaser’s Objection Noticeby Seller of such disapproval. If Seller declines, gives Purchaser notice under clause (b) or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice(c) above, Purchaser shall have three one (31) business days day after the date of such notice in which to elect notify Seller that Purchaser will nevertheless proceed with the purchase in accordance with the provisions of this Agreement and take title to (x) the Property subject to such exceptions, or that Purchaser will terminate this Contract (whereupon all sums paid as Xxxxxxx Agreement and receive a refund of the Exxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to . If Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid does not terminate this Agreement or deliver a Title Notice to Seller by before the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability expiration of the Due Diligence Period pursuant to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) aboveSection 2.2, then Purchaser shall be conclusively have been deemed to have elected (y) above. Subject to Seller’s obligation to cure certain approved any title matters as described above, all matters shown on exception set forth in the Title Commitment Documents that Seller is not obligated to remove and Seller did not agree in writing to remove or cure. If after the expiration of the Due Diligence Period the Title Company revises the Preliminary Title Report or the surveyor revises the Survey, except to add or modify exceptions, then Purchaser may terminate this Agreement and receive a refund of the extent Seller expressly agreed in Seller’s Response Exxxxxx Money if the provision for their removal or modification satisfactory to cure Purchaser is not made. In such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively calledcase, the “Permitted Exceptions”Closing Date shall be extended for up to ten (10) days in order for Purchaser and Seller to determine if such exception can be resolved and to give Purchaser the opportunity to terminate this Agreement and receive a refund of the Exxxxxx Money if the exception is not removed.

Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Buyer has previously notified Seller in writing of its title or survey objections with respect to items disclosed in the Title Report or the Survey (“Purchaser’s Objection Notice”) such objections as Purchaser may have the "Initial Title Objection"). Any exceptions to anything contained or title set forth in the initial Title Commitment, Exception Documents, Report or Survey. Except the Survey that are not expressly objected to by Buyer in the Initial Title Objection are approved by Buyer as Permitted Exceptions (as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3defined) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions objections in the Initial Title Objection Notice or otherwise except that Seller shall in all events be obligated to cause to be released on or before Closing, for (i) all any non-monetary liens filed and encumbrances placed on record against the Property created by Seller after the Effective Date other than Contemplated Title Matters (as hereinafter defined), (ii) any and all monetary liens and security interests in the forms of deeds of trust or mortgages entered into or assumed by Seller, (ii) all items, if any, Seller agrees whether recorded or placed on record prior to cure in or after the Seller’s ResponseEffective Date, and (iii) any exceptions to title created by, through or under Seller mechanics' liens recorded after the Effective Date which arise from work performed pursuant to a written contract with Seller or otherwise commissioned by Seller (collectively, the "Seller Encumbrances") which Seller shall be required to cure. Seller may, but shall not be obligated to, attempt to cure any title objections noted by Buyer other than the Seller Encumbrances and with respect to the objections set forth in Buyer's Initial Title Objection Notice, the following items: (a) Schedule BII, item 14 (relating to an electrical easement encumbering Tract 3 and (b) Schedule BI, item 8, Schedule BI, item 11 and Schedule B2, Item 12 (all relating to corrections required to the legal description and approval thereof by the County engineer) The foregoing matters which Seller has agreed to cure, as well as all Seller Encumbrances are hereinafter deemed "Seller Resolution Matters". Upon Seller's issuance of this Contract without Purchaser’s consent and not reflected on the Substantial Completion Notice, Buyer may cause the Title Company to provide an updated Title Commitment and Buyer may order and obtain the Updated Survey Buyer shall notify Seller in writing, prior to the expiration of the Inspection Extended Due Diligence Period, of any matters identified in the updated Title Commitment or the Updated Survey which (i) are first raised by the Title Company following the expiration of the Initial Due Diligence Period and prior to Closing, or first identified on the Updated Survey, and (ii) are not the result of Buyer's acts, and (iii) result in a Material Adverse Condition with regard to the use or operation of the Property and do not constitute Contemplated Title Matters authorized under this Agreement (collectively, the "Updated Title Objections").Failure to timely provide such a notice of Updated Title Objections shall constitute an approval by Buyer of all matters disclosed in the updated Title Commitment and/or the Updated Survey other than any uncured Seller Resolution Matters Seller shall have no obligation to cure any Updated Title Objections other than any incomplete Seller Resolution Matters Seller may, but shall not be obligated to, attempt to cure any Updated Title Objections noted by Buyer. If Seller fails elects not to send Seller’s Response Seller cure any Updated Title Objection (failure to make such election with regard to any Updated Title Objection within 5 business days shall be deemed to have declined an election not to cure all objections set forth in Purchaser’s Objection Notice. If such Updated Title Objection), then Buyer shall either (x) subject to the limitations of Section 2.3(b), terminate this Agreement by written notice to Seller declines, given on or is before 5 business days after receipt of any notice or deemed to have declined, notice from Seller that it elects not to cure any item to which Purchaser objected in Purchaser’s Objection NoticeUpdated Title Objections, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and thereafter neither if Seller nor Purchaser is in default of this Agreement, Seller shall have any further liability promptly reimburse Buyer for its actual third party out-of-pocket costs and expenses (including reasonable attorney's fees) incurred in connection with the transaction contemplated by this Agreement up to the other under this Contract except for such obligations of Purchaser One Hundred Thousand Dollars ($100,000) (which expressly obligation shall survive the termination of this ContractAgreement), and neither party shall have any further rights or liabilities hereunder except as provided in Sections 2.2, 2.3 and 10.2 of this Agreement, or (y) waive those objections such Updated Title Objections, in Purchaser’s Objection Notice which event the Closing shall occur and Buyer shall accept title to the Property subject to such title condition and without adjustment to Purchase Price. Failure to so terminate shall constitute Buyers election to terminate the Agreement. Those items approved by Buyer or deemed approved by Buyer in this Section 3.2 or in Section 2.3(b)(iii) and the Contemplated Title Matters are hereinafter referred to as the "Permitted Exceptions". For the avoidance of doubt, Seller is deemed and Buyer agree that after the expiration of the Initial Due Diligence Period, the following title encumbrances or title matters affecting the Property are contemplated to be recorded against or will otherwise affect title to the Property in connection with the proposed construction of the Property and do not require Buyer's consent ("Contemplated Title Matters"): (a) utility and communication easements necessary to provide utility and communications service to the Property, and (b) documents required to consolidate the existing parcels of the Property, if required by the Title Company, and (c) a corrective deed pertaining to the legal description, if required by the Title Company, and (d) any other casement, exception or encumbrance necessary for the Substantial Completion of the Improvements, provided that none of the foregoing shall have declined to cure a material adverse effect on the use or which did not expressly agree operation of the Property, including such potential use or operation as a multi-tenant facility in Seller’s Response to curethe future. In the event Purchaser any title encumbrance or title matter that is not a Contemplated Title Matter will have a material adverse effect on the use or operation of the Property, Seller shall obtain Buyer's approval of the form of such title encumbrance or title matter, which approval may be withheld in Buyer's sole discretion (and, in the event Buyer fails to timely elect disapprove any title encumbrance within ten (x10) or (y) abovedays, then Purchaser Buyer shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain approved such title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”encumbrance).

Title Review and Cure. During Buyer shall have ten (10) business days following its receipt of the Inspection Title Report and all documents referenced therein (the “Title Review Period, Purchaser shall ”) to review same and to either approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Agent written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s approval of the condition of title to the Property. If Buyer disapproves any matter of title shown in the Title Report, then Seller shallshall , within three five (35) business days of after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Property (“Seller’s ResponseElection Period”), elect whether or not to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it which Seller agrees to so eliminate or ameliorate by the Closing Date, and those, if any, which Seller elects not to eliminate or ameliorate. Buyer acknowledges and agrees that any title exception disapproved by Buyer (or deemed disapproved) shall be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such exception to be removed from the Title Policy (as such term is defined in Paragraph 5.C hereof) or to be affirmatively insured over (at no additional cost to Buyer). If Seller elects not to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Agent (on or before five (5) business days following the expiration of Seller’s Election Period, or in the event Seller is subsequently unable to cure or ameliorate any disapproved title matters that Seller elected to cure or ameliorate, five (5) business days after Seller notifies Buyer to that effect but not later than the Closing Date) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer’s election to take the action described in clause (a) above. If Buyer elects to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their express terms survive a termination of this Agreement), the Initial Deposit shall be immediately returned to Buyer and Buyer shall immediately return to Seller all Seller Deliverables (see Paragraph 11.D) and all other documents, instruments and materials previously provided by Seller to Buyer, if any (collectively, the “Property Information”). Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be cured prior removed from title all monetary encumbrances of record, and Buyer shall not be required to the Closing. Seller shall have no obligation object to cure any title exceptions except that Seller shall in same; all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all itemsof which, if any, Seller agrees to cure in the Seller’s Response, and shall not become a Permitted Exception (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contractdefined below), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”.

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Holder written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title CommitmentReport, Exception Documentsthe Existing Survey, and/or the New Survey, if any. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Xxxxx’s approval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report or Existing Survey for the Real Property, then Seller shallmay, but shall have no obligation to, within three one (31) days of business day after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it which Xxxxxx agrees to so eliminate or ameliorate by the Closing Date. Xxxxx acknowledges and agrees that any title exception disapproved by Xxxxx shall cure be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such exception to be removed from the Title Policy (as such term is defined in Section 4.2.3 hereof) or to be affirmatively insured over. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before one (1) business day following the expiration of Seller’s Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow (as such term is defined in Section 9.1 hereof). Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer’s election to take the action described in clause (a) above. If Buyer elects to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller. Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Notwithstanding anything stated to the contrary herein, Seller covenants and agrees to remove (or cause to be cured prior removed) from title to the ClosingProperty (which obligation shall be deemed satisfied if the same is insured over and the amount secured by any of the instruments referenced in clauses (a) and (b) below have been paid and the holders of the same are obligated to cause the same to be released from title to the Property) concurrently with the Close of Escrow (a) all deeds of trust, mortgages and/or other debt instruments to the extent executed by Seller or expressly assumed by Seller in writing, and (b) any other monetary liens (other than mechanic’s liens that are considered Permitted Exceptions) which are of an ascertainable amount, and do not exceed $150,000.00 in the aggregate and are capable of being removed upon the payment of no more than $150,000.00 in the aggregate. If at any time after the expiration of the Title Review Period, any update to the Buyer’s title commitment or Title Report (an “Updated Title Report”) discloses any additional item (other than any items arising from a new or updated survey obtained by Buyer) that “materially” and adversely affects title to the Property which was not disclosed on any version of or update to the title commitment delivered to Buyer during the Due Diligence Period and which do not constitute a Permitted Exception (a “New Exception”), then Buyer shall have the right to object to such New Exceptions by giving written notice to Seller (the “Additional Title Notice”) of the New Exceptions to which Buyer is objecting within two (2) business days after the receipt by Buyer of the Updated Title Report. If Buyer does not object to any New Exception by giving timely written notice as herein provided, such New Exception shall be a Permitted Exception. Seller may, but shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closingto, within two (i2) all liens filed against business days after its receipt of the Property created or assumed by Seller, Additional Title Notice (ii) all items, if any, Seller agrees to cure in the “Seller’s ResponseAdditional Election Period”), and (iii) any exceptions respond to title created bysuch notice. If, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Seller’s Additional Election Period. If , Seller does not elect to eliminate or ameliorate such New Exceptions, Buyer reasonably disapproves Seller’s response to Buyer’s Additional Title Notice, or Seller fails to send timely deliver a response to Buyer’s Additional Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before the earlier of the Closing Date and two (2) business days following the expiration of Seller’s Response Seller Additional Election Period) of a written notice, to either: (a) waive its prior disapproval of any New Exception, in which event said New Exception shall be a Permitted Exception; or (b) terminate this Agreement and the Escrow. For purposes of this paragraph, a New Exception that consists of a monetary lien shall be deemed to have declined “materially” affect title if the cost to cure all objections set forth remove or insure over such exception would cost more than $75,000.00 in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”aggregate.

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Documents. Purchaser may deliver shall be entitled to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have object to anything contained or set forth any title matters shown in the Title CommitmentDocuments that, Exception Documentsin its reasonable discretion, would have a material adverse impact on its ownership, development and/or operation of the Property by a written notice of objections delivered to Seller on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days last day of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the ClosingDue Diligence Period. Seller shall have no obligation to cure any title exceptions objections, except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all monetary liens filed against the Property and security interests created or assumed by, under or through Seller. As to any exceptions or objections raised by SellerPurchaser, Seller shall have five (ii5) all itemsdays from the receipt of Purchaser's notice of objections either to have such exceptions or objections removed or, if anyreasonably acceptable to Purchaser, Seller agrees to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser in Purchaser's reasonable discretion or to notify Purchaser that it cannot or does not intend to attempt to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Periodsuch matters. If Seller fails either to send Seller’s Response provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser in Purchaser's reasonable discretion within such five (5) day period, then Purchaser, as its sole remedy, may elect to terminate this Agreement by delivering written notice to Seller within five (5) days following such period. Upon delivery of such termination notice by Purchaser, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement, except pursuant to any provisions which by their terms survive a termination of this Agreement including Purchaser's indemnification, restoration and assignment of Studies and Reports obligations, and the Deposit shall be immediately returned to the Purchaser as provided in Article 9 hereof. Purchaser shall have been deemed to have declined approved any matters of title or survey in existence as of the Effective Date to cure all objections set forth in Purchaser’s Objection Notice. If Seller declineswhich either Purchaser did not object as provided above, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Noticedid object, but with respect to which Purchaser shall have three (3) business days to elect to (x) did not terminate this Contract (whereupon all sums paid Agreement. Seller covenants that, except as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability expressly permitted under this Agreement to the other under this Contract except for such obligations contrary, Seller shall not take any act to create any new matters of Purchaser title or survey prior to Closing from those in existence on the Effective Date, without the consent of Purchaser, which expressly survive the termination of this Contractconsent shall not be unreasonably withheld, conditioned or delayed. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, SUBJECT TO SATISFACTION OF THE CONDITION TO CLOSING SET FORTH IN SECTION 5.2(e), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) abovePURCHASER ACKNOWLEDGES THAT IT HAS SATISFIED ITSELF WITH RESPECT TO ALL MATTERS OF TITLE AND SURVEY THAT EXIST AS OF JULY 19, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above2005, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”THE DATE OF PURCHASER'S TITLE COMMITMENT.

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto Survey and UCC Searches. Purchaser shall be entitled to object to any title matters shown on the existing survey Title Commitment, Survey or Survey for such Real Property andUCC Searches, no later in its sole discretion, by a written notice of objections delivered to Seller on or before the expiration of the Inspection Due Diligence Period. Seller will cooperate with Purchaser, Purchaser may deliver at no expense to Seller Seller, in writing (“Purchaser’s Objection Notice”) such curing any objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior title to the ClosingProperty. Seller shall have no obligation to cure any title exceptions objections except that liens and security interests created by, under or through Seller, all of which liens and security interests Seller shall in all events be obligated to cause to be released on or before at the Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, . Seller agrees to cure in the Seller’s Response, and (iii) any remove such exceptions or encumbrances to title which arise after the Date of this Agreement to the extent created by, through or under Seller. As to any other exceptions or objections raised by Purchaser, Seller after shall have, without any obligations to do so, 14 days from the Effective Date receipt of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior 's notice of objections either to the expiration of the Inspection Periodhave such exceptions or objections removed or, if acceptable to Purchaser, to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser in Purchaser's sole discretion. If Seller fails either to send Seller’s Response provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser in Purchaser's sole discretion within such 14 day period, then Purchaser may elect to terminate this Agreement by delivering written notice to Seller within 14 days following such period. Upon delivery of such termination notice by Purchaser, this Agreement shall automatically terminate, the parties shall be deemed released from all further obligations under this Agreement except pursuant to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinesany provisions which by their terms survive a termination of this Agreement, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less and the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration Earnxxx Xxxey shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability returned to the other under this Contract except for such obligations of Purchaser which expressly survive Purchaser. If after the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”.expiration of

Title Review and Cure. During Commencing on the Inspection Effective Date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title and survey to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Holder written notice (“Purchaser’s Objection Notice”"BUYER'S TITLE NOTICE") such objections as Purchaser may have to anything contained or set forth of Buyer's disapproval of any matters of title reflected in the Title Commitment, Exception Documents, or Survey. Except Commitment and any Survey that do not constitute Permitted Exceptions (as hereinafter expressly set forth, any items defined). Buyer shall provide Seller with a copy of the Survey obtained by Buyer during the Title Review Period. Buyer's Title Notice delivered by Buyer to which Purchaser does not object within Seller must state that it is a "Buyer's Title Notice being delivered in accordance with the Inspection provisions of Section 4.2.2 of this Agreement." The failure of Buyer to deliver to Seller Buyer's Title Notice on or before the expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer's approval of the condition of title and survey to the Real Property. If Buyer so gives Seller shallnotice of its disapproval of any matter of title shown in the Title Commitment or the Survey, if any, for the Real Property, then Seller may, but shall have no obligation to, within seven (7) days after its receipt of the Buyer's Title Notice for the Real Property ("SELLER'S ELECTION PERIOD"), elect to eliminate to Buyer's reasonable satisfaction the disapproved title matters by giving Buyer written notice ("SELLER'S TITLE NOTICE") of those disapproved title matters, if any, which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or is unable to, eliminate any disapproved title matters, Buyer reasonably disapproves Seller's Title Notice, or Seller fails to timely deliver Seller's Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to following the expiration of Seller's Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Inspection PeriodEscrow (as such term is defined in Section 9.1 hereof). Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer's election to take the action described in clause (a) above. If Seller fails Buyer elects to send terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller’s Response Seller . Buyer shall be deemed to have declined approved any title exception that Seller is not obligated to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinesremove and to which either Buyer did not object as provided above, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection NoticeBuyer did object, Purchaser shall have three (3) business days but with respect to elect to (x) which Buyer did not terminate this Contract (whereupon all sums paid Agreement as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) provided above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “same shall be deemed a Permitted Exceptions”Exception.

Title Review and Cure. During Purchaser shall notify Seller in writing (the Inspection “Title Notice”) within ten (10) business days after the date that Purchaser has received (or is deemed to have received in the case of a New Survey) both the Title Commitment (including all documents referred to in the Title Commitment) and the New Survey, of its disapproval of any title or survey matter (the “Title Review Period”). If Purchaser fails to deliver a Title Notice to Seller prior to the expiration of the Title Review Period, Purchaser shall review be deemed to have approved the condition of title (including survey matters) to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth then reflected in the Title CommitmentCommitment and on the New Survey, Exception Documentsexcluding all Monetary Liens (hereinafter defined). Seller shall notify Purchaser in writing within five (5) business days after its receipt of the Title Notice, or indicating which objections to title (and Survey) Seller will cure (the “Cure Notice”). Except as hereinafter expressly set forthIf Seller fails to timely deliver the Cure Notice to Purchaser, any items to which Purchaser does not object within the Inspection Period Seller shall be deemed acceptable to Purchaser. Seller shall, within three (3) days have elected not to cure any of its receipt of Purchaser’s Objection Notice, advise Purchaser the objections specified in writing (“Seller’s Response”) which objections, if any, it shall cure the Title Notice at or cause to be cured prior to the Closing. Seller shall have no obligation to cure title objections except liens of an ascertainable amount created by, under or through Seller and any title exceptions except that Seller shall mechanics’ and materialmen’s liens (or, at Seller’s election, bond around in all events be obligated to cause to be released on or before Closing, (iaccordance with applicable State law and Title Company requirements if the same is being validly contested in good faith) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in during the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date pendency of this Contract without Purchaser’s consent and not reflected on Agreement, unless the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, same arise by, through or under Purchaser, real estate taxes its employees, agents or contractors (“Monetary Liens”). Purchaser shall have until five (5) business days after delivery of the Cure Notice or the date by which Seller has been deemed to have elected not to cure any of the title objections (other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”.than Monetary Liens) to provide Seller with written notice indicating that either

Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior Prior to the expiration of the Inspection Title Review Period, Purchaser has been given the right to disapprove of the condition of title to any Real Property and any matter disclosed in any Title Commitment or shown on any Existing Survey or Survey Update (any such disapproved condition or matter, an “Objection”). If Seller fails On June 13, 2018 Purchaser delivered to send Sellers and Escrow Agent a written notice with respect to all Properties ("Purchaser's Title Notice") of Purchaser's Objections, which Purchaser’s Title Notice specifies in reasonable detail Purchaser’s specific Objections and to which Property such Objections relate, together with any actions requested of Sellers with regard to curing the same, and includes copies of any applicable Title Commitment, Title Document and Survey Update. Any matter contained in the Title Commitments or shown on the Existing Surveys or Survey Updates to which Purchaser did not previously deliver a Purchaser's Title Notice are hereby deemed Permitted Exceptions. In response to Purchaser’s Title Notice, Sellers have elected not to remove or cure any of the Objections (other than Mandatory Title Cure Items as to which Sellers must cure) raised in Purchaser’s Title Notice (which election shall constitute, a "Seller’s Response Seller Title Notice") . Purchaser acknowledges and agrees that any Mandatory Title Cure Items shall be deemed cured and removed to have declined the extent that Sellers cause such exception to cure all objections set forth in Purchaserbe removed from record or affirmatively insured or bonded over. Purchaser has accepted Seller’s Objection Notice. If Seller declines, or Title Notice and is deemed to have declinedwaived its prior Objections, and shall proceed to cure any item the Closing and accept title to each of the Properties in which Purchaser objected event each of such Objections shall become Permitted Exceptions. Notwithstanding anything to the contrary elsewhere in Purchaser’s Objection Noticethis Agreement, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx MoneySellers, less the applicable Independent Contract Considerationat Sellers’ sole cost and expense, shall be returned obligated to Purchaser by cure and remove of record the Escrow Agentfollowing matters (collectively, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent “Mandatory Title Cure Items”): (i) liens for any assignment of leases and thereafter neither Seller nor Purchaser shall have rents, financing statements, any further liability to the deeds of trust, trust deed, mortgage or other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except financing lien to the extent entered into or created by the applicable Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived(but, or deemed waived, by Purchaser, any defects in or objections to title with respect to the Real Property Pool B Properties, subject to the receipt of the Pool B Lender Consent described in Section 6.2.3), (ii) any judgment liens arising by or title exceptions through Sellers, U.S. tax liens arising by or encumbrances, arising, by, through or under Purchaserthe applicable Seller, real estate property tax liens (except for any taxes or other assessments not yet due and payable), or broker liens affecting title to a Property arising by or through the applicable Seller, (iii) mechanic’s liens or materialman’s liens for work performed for, or authorized by, the applicable Seller, and (iv) any other encumbrances caused or created by the rights applicable Seller after the effective date of tenants the Title Commitments without Purchaser's consent (in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”Purchaser’s sole and absolute discretion).

Title Review and Cure. During Title to the Inspection PeriodProperties shall be conveyed subject to (i) zoning ordinances affecting the Properties; (ii) utilities and all of the matters shown by the Surveys; (iii) current year’s taxes not yet due and payable; (iv) rights of tenants in possession under the Tenant Leases; (v) the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitments that Sellers are not required to remove as provided below; and (vi) matters which would have been disclosed by an accurate survey (collectively, the “Permitted Exceptions”). Purchaser shall review advise Sellers in writing (the “Title Notice”) of any objections Purchaser may have to title to the Real Property Properties (the “Title Objections”) not later than five (5) business days prior to the end of the Inspection Period and shall be deemed to have waived all other objections to title as disclosed by of the Title Commitment, Date (defined below) and all such waived matters shall be deemed Permitted Exceptions. The “Title Date” shall be the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the date which is seven (7) business days prior to expiration of the Inspection PeriodPeriod (or if later, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the date of the Title Commitment). Sellers may elect to cure such Title Objections, Exception Documentsprovided, however, that Sellers shall have no obligation to cure Title Objections except liens of an ascertainable amount, which liens Sellers shall cause to be removed, discharged and released at or before the Closing. Title Objections shall not in any event include real estate taxes which are not yet due and payable as of the Closing Date, the Tenant Leases, or Surveyany of the Property Contracts. Except as hereinafter expressly set forth, Sellers shall give Purchaser written notice of any items Title Objections Sellers agrees to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shallcure, within three (3) business days of its after receipt of Purchaser’s Objection the Title Notice, advise . Purchaser in writing may terminate this Agreement (“Seller’s Response”and receive a refund of the Escrowed Amount) which objections, if any, it shall cure or cause to be cured by written notice (a) prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails Period if Sellers has not agreed to send Seller’s Response Seller cure all Title Objections (and failing to so terminate Purchaser shall be deemed to have declined accepted and waived such Title Objections that Sellers has not agreed to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinescure, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contractdeemed Permitted Exceptions), or (yb) waive those objections in Purchaser’s Objection Notice which Seller is deemed thereafter if Sellers fail to have declined to cure remove, at or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaserbefore Closing, any defects in or objections Title Objections which Sellers agreed to title remove pursuant to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”this Section 6.2.

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title CommitmentDocuments. Purchaser shall be entitled to object to any title matters shown in the Title Documents, the Exception Documents related thereto and the existing survey in its sole discretion, by a written notice of objections delivered to Seller on or Survey for such Real Property and, no later before the expiration of the Inspection Due Diligence Period, . Purchaser may deliver to shall notify the Seller in writing before the expiration of the Due Diligence Period which title exceptions (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objectionsexcluding survey matters), if any, it shall cure or cause will not be accepted by Purchaser (the “Title Notice”). If Purchaser fails to be cured prior to the Closing. notify Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) writing of its disapproval of any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to before the expiration of the Inspection Due Diligence Period, Purchaser shall be deemed to have approved the condition of title to the Real Property. If Purchaser notifies Seller in writing that Purchaser objects to any exceptions to title, Seller shall have one (1) business day after receipt of the Title Notice to notify Purchaser of either of the following: (a) that Seller will remove all such objectionable exceptions from title on or before the Closing; (b) that Seller will remove certain objectionable exceptions from title on or before the Closing; or (c) that Seller elects not to cause such exceptions to be removed. If Seller fails to send Seller’s Response notify Purchaser within such one (1) business day period, then Seller shall be deemed to have declined made an election under the foregoing clause (c). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations (including, without limitation, mechanics’ and materialmens’ liens or claims thereof, any liens or encumbrances that secure obligations for borrowed money and any exceptions or encumbrances to title which are created by or through Seller after the Effective Date) disclosed in the Preliminary Title Report constituting a lien against the Real Property are to be satisfied by Seller before Closing. With respect to any other objections, Seller will reasonably cooperate with Purchaser in curing such objections. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 5.2(f) hereof) or an endorsement thereto insuring Purchaser, in a manner acceptable to Purchaser, against any title exception which was disapproved pursuant to this Section 3.2 shall be deemed a cure all objections set forth in Purchaser’s Objection Noticeby Seller of such disapproval. If Seller declines, gives Purchaser notice under clause (b) or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice(c) above, Purchaser shall have three one (31) business days day after the date of such notice in which to elect notify Seller that Purchaser will nevertheless proceed with the purchase in accordance with the provisions of this Agreement and take title to (x) the Property subject to such exceptions, or that Purchaser will terminate this Contract (whereupon all sums paid as Agreement and receive a refund of the Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to . If Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid does not terminate this Agreement or deliver a Title Notice to Seller by before the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability expiration of the Due Diligence Period pursuant to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) aboveSection 2.2, then Purchaser shall be conclusively have been deemed to have elected (y) above. Subject to Seller’s obligation to cure certain approved any title matters as described above, all matters shown on exception set forth in the Title Commitment Documents that Seller is not obligated to remove and Seller did not agree in writing to remove or cure. If after the expiration of the Due Diligence Period the Title Company revises the Preliminary Title Report or the surveyor revises the Survey, except to add or modify exceptions, then Purchaser may terminate this Agreement and receive a refund of the extent Seller expressly agreed in Seller’s Response Xxxxxxx Money if the provision for their removal or modification satisfactory to cure Purchaser is not made. In such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively calledcase, the “Permitted Exceptions”Closing Date shall be extended for up to ten (10) days in order for Purchaser and Seller to determine if such exception can be resolved and to give Purchaser the opportunity to terminate this Agreement and receive a refund of the Xxxxxxx Money if the exception is not removed.

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Holder written notice (“PurchaserBuyer’s Objection Title Notice”) of Buyer’s approval or disapproval of the matters reflected in the Title Report, the Existing Survey, and/or the New Survey, if any. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or before the expiration of the Title Review Period shall be deemed to constitute Buyer’s approval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report or Existing Survey for the Real Property, then Seller may, but shall have no obligation to, within one (1) business day after its receipt of the Buyer’s Title Notice for the Real Property (“Seller’s Election Period”), elect to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) of those disapproved title matters, if any, which Seller agrees to so eliminate or ameliorate by the Closing Date. Buyer acknowledges and agrees that any title exception disapproved by Buyer shall be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such objections exception to be removed from the Title Policy (as Purchaser may such term is defined in Section 4.2.3 hereof) or to be affirmatively insured over. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before one (1) business day following the expiration of Seller’s Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow (as such term is defined in Section 9.1 hereof). Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer’s election to take the action described in clause (a) above. If Buyer elects to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller. Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Notwithstanding anything contained stated to the contrary herein, Seller covenants and agrees to remove (or cause to be removed) from the Property (which obligation shall be deemed satisfied if the same is insured over and the amount secured by any of the instruments referenced in clauses (a) and (b) below have been paid and the holders of the same are obligated to cause the same to be released from the Property) concurrently with the Close of Escrow (a) all deeds of trust, mortgages and/or other debt instruments to the extent executed by Seller or expressly assumed by Seller in writing, and (b) any other monetary liens (other than mechanic’s liens that are considered Permitted Exceptions) which are of an ascertainable amount, and do not exceed $75,000.00 in the aggregate and are capable of being removed upon the payment of no more than $75,000.00 in the aggregate; provided, however, that the foregoing $75,000.00 cap shall not apply to the claim of mechanics lien filed by Xxxxx & Associates, Inc. as Case No. 15SL-ML00159 (the “Xxxxx Xxxx”) recorded October 27. 2015, as Instrument No. 15SL-ML00159; provided, further, that Seller shall cause the Xxxxx Xxxx to be removed from the Title Policy or to be affirmatively insured over, in which case the Xxxxx Xxxx shall be deemed approved. If at any time after the expiration of the Title Review Period, any update to the Buyer’s title commitment or Title Report (an “Updated Title Report”) discloses any additional item (other than any items arising from a new or updated survey obtained by Buyer) that “materially” and adversely affects title to the Property which was not disclosed on any version of or update to the title commitment delivered to Buyer during the Due Diligence Period and which do not constitute a Permitted Exception (a “New Exception”), then Buyer shall have the right to object to such New Exceptions by giving written notice to Seller (the “Additional Title Notice”) of the New Exceptions to which Buyer is objecting within two (2) business days after the receipt by Buyer of the Updated Title Report. If Buyer does not object to any New Exception by giving timely written notice as herein provided, such New Exception shall be a Permitted Exception. Seller may, but shall have no obligation to, within two (2) business days after its receipt of the Additional Title Notice (“Seller’s Additional Election Period”), respond to such notice. If, prior to the expiration of Seller’s Additional Election Period, Seller does not elect to eliminate or ameliorate such New Exceptions, Buyer reasonably disapproves Seller’s response to Buyer’s Additional Title Notice, or Seller fails to timely deliver a response to Buyer’s Additional Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before the earlier of the Closing Date and two (2) business days following the expiration of Seller’s Additional Election Period) of a written notice, to either: (a) waive its prior disapproval of any New Exception, in which event said New Exception shall be a Permitted Exception; or (b) terminate this Agreement and the Escrow. For purposes of this paragraph, a New Exception that consists of a monetary lien shall be deemed to “materially” affect title if the cost to remove or insure over such exception would cost more than $75,000.00 in the aggregate. Notwithstanding anything to the contrary herein, provided that Buyer provides a completed estoppel certificate for any of the covenants, conditions and restrictions set forth in the Title CommitmentReport, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items Seller agrees to which Purchaser does not object within the Inspection Period shall be deemed acceptable use commercially reasonable efforts to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior deliver same to the Closing. appropriate parties for execution; provided, however, that Seller shall have no obligation to cure any title exceptions except deliver such estoppel certificates to Buyer, it being understood and agreed by Buyer that Seller receipt of same shall in all events not be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior a precondition to the expiration Close of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”Escrow.

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser BPA shall review title to and the Real Property condition of Leased Land as disclosed by the Title CommitmentDocuments. At the Lease Closing, whether or not BPA makes any objection with respect thereto, Eastview shall remove by payment, bonding or otherwise: (a) any liens or encumbrances which have been voluntarily recorded or otherwise placed by Eastview on the Exception Documents related thereto Leased Land following the Effective Date, unless otherwise permitted by this Agreement, or (b) any mechanics' or materialmens' liens for work performed on behalf of Eastview, ((a) and the existing survey (b) collectively, "Required Removal Exceptions"). Mechanics' or Survey materialmen's liens filed for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver work or material for which tenants engaged a contractor or materialman shall not be deemed a Required Removal Exception. If BPA desires to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have object to anything contained or any exceptions to title set forth in the Title Commitment, Exception Documents, Commitment or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days state of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected facts shown on the Title Commitment Survey other than the Permitted Exceptions (defined below) (collectively, "Defects"), BPA shall provide to Eastview 10 business days prior to the expiration of the Inspection Due Diligence Period, a written notice (a "Defect Notice") of all Defects that BPA requires to be removed or resolved. Within 5 business days after delivery of a Defect Notice to Eastview, Eastview shall notify BPA in writing (a) that Eastview intends to cure the Defects on or prior to Closing or (b) that Eastview does not intend to cure the Defects. If Seller Eastview fails to send Seller’s Response Seller notify BPA, Eastview shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Noticegiven notice under clause (b) above. If Seller declines, Eastview gives or is deemed to have declinedgiven notice pursuant to clause (b) above, BPA shall have 5 business days from the date of receipt of such notice, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to notify Eastview that BPA (x) terminate will nevertheless proceed towards the Lease Closing under this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent Agreement and thereafter neither Seller nor Purchaser shall have any further liability take title to the other under this Contract except for such obligations of Purchaser which expressly survive Leased Land subject to the termination of this Contract), Defects or (y) waive those objections in Purchaser’s Objection Notice which Seller is terminate this Agreement and receive a refund of the Xxxxxxx Money, with no party hereto having any further rights or obligations under this Agreement, except for such rights and obligations that expressly survive the expiration or earlier termination hereof. If BPA fails to notify Eastview, BPA shall be deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected given notice under clause (y) above. Subject If after the expiration of the Due Diligence Period, the Title Company updates the Title Commitment, or the surveyor revises the Survey, to Seller’s obligation add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by BPA during the Due Diligence Period, then BPA may terminate this Agreement and receive a refund of the Xxxxxxx Money if Eastview does not make provision for the removal or modification of such exceptions or provision of such endorsement reasonably satisfactory to BPA after notification to Eastview by BPA thereof. In such case, the Lease Closing Date shall be extended for up to 10 days in order for BPA and Eastview to determine if such exception or endorsement issue can be resolved to BPA's reasonable satisfaction, for Eastview to resolve such exception or ensure the applicable endorsement can be provided, or to give BPA the opportunity to terminate this Agreement and receive a refund of the Xxxxxxx Money if the exception is not removed or the endorsement provided, provided, however that if such exception or condition is not reasonably capable of cure certain title matters despite diligent efforts to do so during such 10 day period, then Eastview shall have an additional time period as described above, all matters shown is necessary to resolve such exception or condition but in no event in excess of 30 days after the date on which Eastview is notified by BPA of such unacceptable exception or condition. If any exception arises upon update of the Title Commitment and Surveyafter the expiration of the Due Diligence Period that is a Required Removal Exception, except Eastview shall have such Required Removal Exception removed from the Title Commitment prior to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”Closing.

Title Review and Cure. During the Inspection Period, Purchaser Buyer shall review notify Seller in writing of any title or survey objections (i) at least 3 business days prior to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver Due Diligence Period with respect to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth items disclosed in the Title Commitment, Exception Documents, Report or the Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure and (ii) at or cause to be cured prior to Closing with respect to any items which: (1) are first raised by the Title Company following the expiration of the Due Diligence Period and prior to Closing, (2) are not the result of Buyer’s acts, and (3) have a material adverse effect on the use or operation of the Property. Failure to timely provide such a notice of objections shall constitute an approval by Buyer of all matters disclosed in the Title Report and any matters that would have been disclosed by an accurate survey of the Property. Seller shall have no obligation to cure any title exceptions except that objections. Seller may, but shall in all events not be obligated to cause to be released on or before Closingto, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees attempt to cure in by the Seller’s Response, and (iii) Closing Date any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Periodobjections noted by Buyer. If Seller fails elects not to send Seller’s Response Seller cure any title objection (failure to make such election with regard to any title objection within 1 business day shall be deemed to have declined an election not to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinessuch title objection), or is deemed to have declined, fails to cure any item title objection it has elected to which Purchaser objected in Purchaser’s Objection Noticecure by the Closing Date, Purchaser then Buyer shall have three (3) business days to elect to either (x) terminate this Contract (whereupon all sums paid as Xxxxxxx MoneyAgreement by written notice to Seller given on or before 2 business days after receipt of any notice or deemed notice from Seller that it elects not to cure any title objections, less or, in the applicable Independent Contract Considerationevent Seller has elected to cure a title objection, shall be returned but is unable to Purchaser by the Escrow Agentdo so, the applicable Independent Contract Consideration shall be immediately paid to Seller by Closing Date, as applicable, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and thereafter neither Seller nor Purchaser party shall have any further liability to the other under this Contract rights or liabilities hereunder except for such obligations of Purchaser which expressly survive the termination as provided in Sections 2.2, 2.3 and 10.2 of this Contract)Agreement, or (y) waive those objections such title objections, in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In event the event Purchaser fails to timely elect (x) or (y) above, then Purchaser Closing shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment occur and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to Buyer shall accept title to the Real Property subject to such title condition and without adjustment to Purchase Price. Failure to so terminate shall constitute waiver of title objections. Those items approved by Buyer or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, deemed approved by Buyer are hereinafter referred to as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions.”.

Title Review and Cure. During Buyer shall have seven (7) business days following its receipt of the Inspection Title Report (the “Title Review Period, Purchaser shall ”) to review same and to either approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Agent written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s disapproval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report, then Seller shallmay, but shall have no obligation to, within three five (35) business days of after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s satisfaction, in Buyer’s sole discretion, the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it shall cure which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or cause to be cured prior to the Closing. Seller is unable to, eliminate or ameliorate any disapproved title matters, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Agent (on or before Closing, five (i5) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to business days following the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (b) above. If Seller declines, Buyer elects (or is deemed to have declined, elected) to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract Agreement as provided in clause (whereupon all sums paid as Xxxxxxx Moneyb) above, less this Agreement shall automatically terminate, the applicable Independent Contract Consideration, parties shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any released from all further liability to the other obligations under this Contract Agreement (except for such obligations of Purchaser pursuant to any provisions which expressly by their express terms survive the a termination of this ContractAgreement), Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (ysee Paragraph 5.A) waive those objections in Purchaser’s Objection Notice which and all other documents, instruments and materials previously provided by Seller is to Buyer, if any (collectively, the “Property Information”). Buyer shall have been deemed to have declined approved any title exception that Seller is not obligated to cure or remove and to which either Buyer did not expressly agree in object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described abovesole cost and expense, all matters shown on the Title Commitment monetary liens, claims and Surveyencumbrances of record, except and Buyer shall not be required to the extent Seller expressly agreed in Seller’s Response object to cure such matterssame; all matters objected to in Purchaser’s Objection Notice which are subsequently waivedof which, or deemed waivedif any, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments shall not yet due and payable, and the rights of tenants in possession, become a Permitted Exception (as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”defined below).

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property. On or before the expiration of the Title Review Period, Buyer shall deliver to Seller and Escrow Holder written notice (“Buyer’s Title Notice”) of Buyer’s approval or disapproval of the matters reflected in the Title Report and any Existing Survey; Buyer’s Title Notice delivered by Buyer to Seller must state that it is a “Buyer’s Title Notice being delivered in accordance with the provisions of Section 4.2.2 of the Purchase Agreement.” The failure of Buyer to deliver to Seller Buyer’s Title Notice on or before the expiration of the Title Review Period shall be deemed to constitute Buyer’s approval of the condition of title to the Real Property other than for Mandatory Cure Defects (as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration defined below). If Buyer disapproves any matter of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth title shown in the Title CommitmentReport or Existing Survey for the Real Property, Exception Documentsthen Seller may, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period but shall be deemed acceptable to Purchaser. Seller shallhave no obligation to, within three one (31) days of business day after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it which Seller agrees to so eliminate or ameliorate by the Closing Date. Buyer acknowledges and agrees that any title exception disapproved by Buyer shall cure or cause be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such exception to be cured prior removed from the Title Policy (as such term is defined in Section 4.2.3 hereof) or to the Closingbe affirmatively insured over at no cost to Buyer. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Holder (on or before Closing, one (i1) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to business day following the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow (as such term is defined in Section 9.1 hereof). Failure to take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (a) above. If Seller declinesBuyer elects to terminate this Agreement as provided in clause (b) above, or is this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller. Buyer shall have been deemed to have declined, approved any title exception that Seller is not obligated to cure any item remove and to which Purchaser objected in Purchaser’s Objection Noticeeither Buyer did not object as provided above, Purchaser shall have three (3) business days or to elect which Buyer did object, but with respect to (x) which Buyer did not terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”Agreement.

Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Existing Survey for such Real Property and, no later if obtained, the Updated Survey. Purchaser shall be entitled to object to any matter disclosed in the Title Commitment, the Existing Survey or on the Updated Survey by a written notice of objections delivered to Seller by the expiration of the Inspection Period, Purchaser may deliver to Seller in writing Period (the “Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey). Except as hereinafter expressly set forthspecifically provided in this Paragraph 2.8, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, objections. Seller agrees to cure in the Seller’s Response, and to: (iiia) remove any exceptions or encumbrances to title which are created by, through or under by Seller after the Effective Date of this Contract without Purchaser’s consent consent; (b) cause all mortgages, deeds of trust and not reflected related loan documents to be satisfied and removed; (c) pay of any and all unpaid taxes and assessments due and payable to any governmental entity on or prior to the Closing; and (d) cause all tax liens, judgment liens, mechanics liens and all other liens which can be discharged by the payment of a sum certain to be satisfied or removed from the Title Commitment on or prior to Closing. Purchaser may terminate this Contract during the Inspection Period and receive a full refund of the Xxxxxxx Money if Seller refuses to cure any matter raised in the Objection Notice. Purchaser may terminate this Contract after the Inspection Period and receive a full refund of the Xxxxxxx Money if Seller refuses to cure any matter raised by the Title Company’s revision of the Title Commitment after the Inspection Period or the surveyor updates the Updated Survey after the expiration of the Inspection Period. If Seller fails Period to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth add or modify any exceptions or other items in Purchaser’s Objection Notice. If Seller declinesa material adverse manner, if such additions or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned modifications are not acceptable to Purchaser and are not removed by the Escrow Agent, the applicable Independent Contract Consideration Closing Date. The term “Permitted Exceptions” shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, mean: all matters either of record or shown on in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment and that Seller is not required to remove as provided above; items shown on the Existing Survey or the Updated Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; if obtained, and if no Updated Survey is obtained, then all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, that would be disclosed by Purchaser, an accurate survey; any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, ; real estate taxes or other assessments not yet due and payable, ; and the rights of tenants in possession, possession as tenants only, only under the Leases, are herein collectively called, the “Permitted Exceptions”.

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Holder written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report and any Existing Survey; Buyer’s Title Notice delivered by Buyer to Seller must state that it is a “Buyer’s Title Notice being delivered in accordance with the provisions of Section 4.2.2 of the Purchase Agreement.” The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaser. Seller shallconstitute Buyer’s approval of the condition of title to the Real Property, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objectionsother than those title matters, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be is expressly obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure remove in accordance with this Agreement. If Buyer disapproves any matter of title shown in the SellerTitle Report or Existing Survey for the Real Property in Buyer’s ResponseTitle Notice, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller then Buyer shall be deemed to have declined elected to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx MoneyAgreement, less in which event the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration Deposit shall be immediately paid returned to Seller by Buyer and Buyer shall immediately return all Property Information to Seller, whereupon this Agreement shall automatically terminate, the Escrow Agent and thereafter neither Seller nor Purchaser parties shall have any be released from all further liability to the other obligations under this Contract Agreement (except for such obligations of Purchaser pursuant to any provisions which expressly by their terms survive the a termination of this ContractAgreement). Notwithstanding anything stated to the contrary herein, Seller covenants and agrees to remove (or cause to be removed) from the Property (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser obligation shall be conclusively deemed satisfied if the same is insured over and the amount secured by any of the instruments referenced in clauses (a) and (b) below have been paid and the holders of the same are obligated to have elected cause the same to be released from the Property) concurrently with the Close of Escrow (ya) above. Subject to Seller’s obligation to cure certain title matters as described aboveall deeds of trust, all matters shown on the Title Commitment and Survey, except mortgages and/or other debt instruments to the extent Seller executed by the Property Owners or expressly agreed assumed by the Property Owners in Sellerwriting, and (b) any other monetary liens (other than mechanic’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice liens that are considered Permitted Exceptions) which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payableof an ascertainable amount, and do not exceed $500,000 in the rights aggregate and are capable of tenants being removed upon the payment of no more than $500,000 in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”aggregate.

Title Review and Cure. During The Title Report and Survey provided by Seller with respect to each Property are posted on the Inspection Period, Purchaser Due Diligence Website. Buyer shall review title notify Seller in writing of any objections to the Real Title Report or the Survey with respect to each Property as (i) on or prior to March 19, 2012 with respect to items disclosed in each such Title Report or Survey, if any, and (ii) at or prior to Closing, with respect to any items which: (1) are first raised by the Title Commitment, the Exception Documents related thereto and the existing survey Company on or Survey for such Real Property and, no later after three (3) business days prior to the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Due Diligence Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured and prior to Closing, and (2) are not the Closingresult of Buyer’s or Buyer’s Agents acts. Failure to timely provide such a notice of objections shall constitute an approval by Buyer of all matters disclosed in each such Title Report and Survey, as may be updated at Buyer’s request or direction. Seller shall have no obligation to cure any title exceptions objections, except that financings created by Seller, judgment liens against Seller, and/or mechanics’ liens created under contracts with Seller, which liens Seller shall in all events be obligated to cause to be released on or before Closingat the Closing provided that such liens are for a liquidated sum of money (the “Seller Financings”). Seller may, (i) all liens filed against but shall not be obligated to, attempt to cure, subject to Buyer’s approval in its sole discretion, by the Property created or assumed Closing Date any title objections noted by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection PeriodBuyer. If Seller fails elects not to send Seller’s Response Seller cure any title objection (failure to make such election with regard to any title objection within five (5) business days shall be deemed to have declined an election not to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinessuch title objection), or is deemed to have declined, fails to cure any item title objection it has elected to which Purchaser objected in Purchaser’s Objection Noticecure by the Closing Date, Purchaser then Buyer shall have three (3) business days to elect to either (x) terminate this Contract Agreement by written notice to Seller given on or before six (whereupon all sums paid as Xxxxxxx Money, less 6) days after receipt (and the applicable Independent Contract Consideration, Closing Date shall be returned extended as necessary to Purchaser by afford Buyer said six (6) day period) of any notice or deemed notice from Seller that it elects not to cure any title objections, or, in the Escrow Agentevent Seller has elected to cure a title objection, but is unable to do so, the applicable Independent Contract Consideration shall be immediately paid to Seller by Closing Date, as applicable, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and thereafter neither Seller nor Purchaser party shall have any further liability to the other under this Contract rights or liabilities hereunder except for such obligations of Purchaser which expressly survive the termination as provided in Sections 2.2, 2.3, 6.5, and 10.2 of this Contract)Agreement, or (y) waive those objections such title objections, in Purchaser’s Objection Notice which Seller is deemed event the Closing shall occur and Buyer shall accept title to have declined the Property subject to cure or which did not expressly agree in Seller’s Response such title condition and without adjustment to cure. In the event Purchaser fails to timely elect (x) or (y) abovePurchase Price, then Purchaser shall be conclusively deemed to have elected (y) above. Subject subject to Seller’s obligation to cure certain pay the Seller Financings. Buyer’s failure to so terminate shall constitute Buyer’s waiver of title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, survey objections. Those items approved by Buyer or deemed waived, approved by Purchaser, any defects in or objections Buyer are hereinafter referred to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”.” Notwithstanding anything set forth in this Agreement to the contrary, if the transaction closes, the cost and expenses associated with any updates to the Title Reports provided by Seller shall be the sole obligation of Buyer.

Title Review and Cure. During the Inspection Contingency Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto Seller’s Policy and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Survey. Seller will reasonably cooperate with Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such curing any reasonable objections as Purchaser may have with respect to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior title to the ClosingProperty; provided, however, that Seller shall not have any obligation to spend money or incur any other obligation, liability or duty in connection with such cooperation, except as hereafter provided in this Section 3.2. Seller shall have no obligation to cure any title exceptions objections except that financing liens of an ascertainable amount created by, under or through Seller, which liens Seller shall in all events be obligated to cause to be released (at Seller’s expense, including any recording fees incurred or to be incurred in connection therewith) at or prior to the Closing. Seller further agrees to remove (at Seller’s expense, including any recording fees incurred or to be incurred in connection therewith) any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Date of Agreement without Purchaser’s consent; if requested, such consent shall not be unreasonably withheld or delayed. In addition to Purchaser’s termination right as set forth in Article 2, Purchaser may terminate this Agreement and receive a refund of the Xxxxxxx Money if the Title Company revises the Title Commitment after the expiration of the Contingency Period to add or modify any exceptions which materially adversely affect the Property (other than to disclose those items noted on the Survey, as the same may be revised, or before Closingto include items noted on Seller’s Policy), or to add or modify the conditions to obtaining any endorsement requested by Purchaser and agreed to be provided by Title Company during the Contingency Period, if such additions or modifications are not acceptable to Purchaser and are not removed by the Closing Date; Seller’s obligations as set forth in, but as limited by, the second, third and fourth sentences of this Section 3.2 shall apply to all matters disclosed by any revision to the Title Commitment by Title Company after expiration of the Contingency Period. The term “Permitted Exceptions” shall mean and include the following: (a) the exceptions that are a part of the promulgated title insurance form (i.e., the so-called “standard exceptions,” whether or not the same are printed, preprinted or otherwise), except to the extent the same are removed as a result of (i) all liens filed against the Property created Seller providing an Owner’s Affidavit as contemplated by Section 3.3 below or assumed by Seller, (ii) all itemsPurchaser’s actions, at Purchaser’s sole cost and expense, including, without limitation, the provision of a Survey, if anyPurchaser so elects; (b) the specific exceptions (i.e., Seller agrees to cure the “special” or other exceptions that are not part of the promulgated title insurance form) in the Seller’s Response, Title Commitment that Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Contingency Period and that Seller is not required to remove as provided above; (iiic) any exceptions to title matters created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three ; (3d) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters items shown on the Title Commitment Survey which have not been removed as of the end of the Contingency Period and Survey, except that Seller has not agreed to the extent Seller expressly agreed in Seller’s Response to cure such mattersremove as provided above; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, (e) real estate taxes or other assessments not yet due and payable, ; and (f) Tenants and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”.

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title CommitmentDocuments. Purchaser shall be entitled to object to any title matters shown in the Title Documents, the Exception Documents related thereto and the existing survey or Survey for such Real Property andin its sole discretion, no later by a written notice of objections delivered to Seller at least five (5) business days before the expiration of the Inspection Due Diligence Period, . Purchaser may deliver to shall notify Seller in writing before the expiration of the Due Diligence Period which title exceptions (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objectionsexcluding survey matters), if any, it shall cure or cause will not be accepted by Purchaser (the “Title Notice”). If Purchaser fails to be cured prior to the Closing. notify Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) writing of its disapproval of any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to before the expiration of the Inspection Due Diligence Period. If Seller fails to send Seller’s Response Seller , Purchaser shall be deemed to have declined accepted the condition of title to cure all objections set forth in Purchaser’s Objection Noticethe Land. If Purchaser notifies Seller declinesin writing that Purchaser objects to any exceptions to title, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser Seller shall have three (3) business days after receipt of the Title Notice to elect notify Purchaser as to one of the following: (xa) terminate this Contract that Seller will remove such objectionable exceptions from title on or before the Closing; (whereupon all sums paid as Xxxxxxx Moneyb) that Seller elects not to cause such exceptions to be removed; or (c) that Seller will use commercially reasonable efforts to remove such objectionable exceptions, less the applicable Independent Contract Considerationwithout any absolute assurance that they will be removed. If Seller fails to notify Purchaser within such three (3) business day period, then Seller shall be returned deemed to Purchaser have made an election under the foregoing clause (b). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations (including, without limitation, mechanics and materialmens liens or claims thereof, any liens or encumbrances that secure obligations for borrowed money and any encumbrances to title which are created by Seller after the Escrow AgentEffective Date) disclosed in the Preliminary Title Report constituting a lien against the Fee Land are to be satisfied by Seller before Closing. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 6.2(g) hereof) or an endorsement thereto insuring Purchaser, the applicable Independent Contract Consideration in a manner acceptable to Purchaser, against any title exception 7 which was disapproved pursuant to this Section 3.2 shall be immediately paid to deemed a cure by Seller by the Escrow Agent and thereafter neither of such disapproval. If Seller nor gives Purchaser notice under clauses (b) or (c) above, Purchaser shall have any further liability two (2) business days after the date of such notice in which to notify Seller that Purchaser will nevertheless proceed with the purchase in accordance with the provisions of this Agreement and take title to the other under this Contract except for Fee Property subject to such obligations of Purchaser which expressly survive the termination of this Contract)objectionable exceptions, or (y) waive those objections in Purchaser’s Objection that Purchaser will terminate this Agreement and receive a refund of the Xxxxxxx Money. If Purchaser does not terminate this Agreement or deliver a Title Notice which to Seller is deemed before the expiration of the Due Diligence Period pursuant to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) aboveSection 2.2, then Purchaser shall be conclusively have been deemed to have elected (y) above. Subject to Seller’s obligation to cure certain approved any title matters as described above, all matters shown on exception set forth in the Title Commitment Documents that Seller is not obligated to remove and Seller did not agree in writing to remove or cure or use reasonable efforts to cure. If after the expiration of the Due Diligence Period the Title Company revises the Preliminary Title Report or the surveyor revises the Survey, except to add or modify exceptions and Purchaser objects to such additional or modified exceptions within three (3) days after Purchaser receives written notice thereof, then Purchaser may terminate this Agreement and receive a refund of the extent Seller expressly agreed in Seller’s Response Xxxxxxx Money if the provision for their removal or modification satisfactory to cure Purchaser is not made. In such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively calledcase, the “Permitted Exceptions”Closing Date shall be extended for up to ten (10) days in order for Purchaser and Seller to determine if such exception can be resolved and to give Purchaser the opportunity to terminate this Agreement and receive a refund of the Xxxxxxx Money if the exception is not removed.

Title Review and Cure. During the Inspection Period, Purchaser Buyer shall review notify Seller in writing of any title or survey objections (i) at least 5 business days prior to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver Due Diligence Period with respect to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth items disclosed in the Title Commitment, Exception Documents, Report or the Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure and (ii) at or cause to be cured prior to Closing with respect to any items which: (1) are first raised by the Title Company following the expiration of the Due Diligence Period and prior to Closing, (2) are not the result of Buyer’s acts, and (3) operate as a lien on the Property or have a material adverse effect on the use or operation of the Property. Failure to timely provide such a notice of objections shall constitute an approval by Buyer of all matters disclosed in the Title Report and any matters that would have been disclosed by an accurate survey of the Property. Seller shall have no obligation to cure any title exceptions except that objections. Seller may, but shall in all events not be obligated to cause to be released on or before Closingto, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees attempt to cure in by the Seller’s Response, and (iii) Closing Date any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Periodobjections noted by Buyer. If Seller fails elects not to send Seller’s Response Seller cure any such title objection (failure to make such election with regard to any title objection within 2 business days shall be deemed to have declined an election not to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinessuch title objection), or is deemed to have declined, fails to cure any item such title objection it has elected to which Purchaser objected in Purchaser’s Objection Noticecure by the Closing Date, Purchaser then Buyer shall have three (3) business days to elect to either (x) terminate this Contract (whereupon all sums paid as Xxxxxxx MoneyAgreement by written notice to Seller given on or before 10 days after receipt of any notice or deemed notice from Seller that it elects not to cure any title objections, less or, in the applicable Independent Contract Considerationevent Seller has elected to cure a title objection, shall be returned but is unable to Purchaser by the Escrow Agentdo so, the applicable Independent Contract Consideration shall be immediately paid to Seller by Closing Date, as applicable, the Escrow Agent shall refund the Xxxxxxx Money to Buyer, and thereafter neither Seller nor Purchaser party shall have any further liability to the other under this Contract rights or liabilities hereunder except for such obligations of Purchaser which expressly survive the termination as provided in Sections 2.2, 2.3 and 10.2 of this Contract)Agreement, or (y) waive those objections such title objections, in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In event the event Purchaser fails to timely elect (x) or (y) above, then Purchaser Closing shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment occur and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to Buyer shall accept title to the Real Property subject to such title condition and without adjustment to Purchase Price. Failure to so terminate shall constitute waiver of title objections. Those items approved by Buyer or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, deemed approved by Buyer are hereinafter referred to as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”.” Notwithstanding the foregoing, as a condition to the Buyer’s obligation to close the transaction contemplated by this Agreement, Seller shall be obligated to remove from the Property, at or prior to the Closing, all liens, mortgages and deeds of trust created by or through Seller.

Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto Commitment and the existing Survey and shall notify Seller in writing of any title or survey or Survey for such Real Property and, objections/defects no later than fifteen (15) days after Purchaser’s receipt of the last of the Title Commitment and Survey (whichever is later in time). If the Title Company revises the Title Commitment after the expiration of the Inspection PeriodDue Diligence Period to add or modify exceptions that materially and adversely affect title to the Property, Purchaser may deliver object to such matter by notice to Seller in writing within five (“Purchaser’s Objection Notice”5) days after such objections as Purchaser may have to anything contained or set forth in the revised Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable Commitment is delivered to Purchaser. Seller shallmay, within three (3) days of its receipt of Purchaser’s Objection Noticebut shall not be obligated to, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation attempt to cure any title exceptions objections by the Closing Date, or such additional time as agreed to by Seller and Xxxxxxxxx and in writing, to satisfy such objections, except that liens of an ascertainable amount created by Seller, which liens Seller shall in all events be obligated to cause to be released on or before at the Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, elects not to cure any item title or survey objection/defect, (other than liens of an ascertainable amount) or fails to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser cure any title or survey objection by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller Closing Date or by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability additional time as agreed to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser may either terminate this Agreement by written notice to Seller given on or before ten (10) days after receipt of any notice by Seller that it elects not to cure or cannot cure any title or survey objections, or, if later, the Closing Date or the additional time as agreed to above, and the Xxxxxxx Money shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except refunded to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waivedwaive such title or survey objections, by Purchaser, any defects in or objections to which event the Closing shall occur as contemplated herein and Purchaser shall accept title to the Real Property or title subject to such condition and with such exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, (the “Permitted Exceptions”). Failure of Purchaser to give written notice to Seller of Purchaser’s intent to so terminate shall constitute waiver of such objection(s).

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title CommitmentDocuments. Purchaser shall be entitled to object to any title matters shown in the Title Documents, the Exception Documents related thereto and the existing survey or Survey for such Real Property andin its sole discretion, no later by a written notice of objections delivered to Seller at least five (5) business days before the expiration of the Inspection Due Diligence Period, . Purchaser may deliver to shall notify Seller in writing before the expiration of the Due Diligence Period which title exceptions (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objectionsexcluding survey matters), if any, it shall cure or cause will not be accepted by Purchaser (the “Title Notice”). If Purchaser fails to be cured prior to the Closing. notify Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause to be released on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) writing of its disapproval of any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to before the expiration of the Inspection Due Diligence Period. If Seller fails to send Seller’s Response Seller , Purchaser shall be deemed to have declined accepted the condition of title to cure all objections set forth in Purchaser’s Objection Noticethe Land. If Purchaser notifies Seller declinesin writing that Purchaser objects to any exceptions to title, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser Seller shall have three (3) business days after receipt of the Title Notice to elect notify Purchaser as to one of the following: (xa) terminate this Contract that Seller will remove such objectionable exceptions from title on or before the Closing; (whereupon all sums paid as Xxxxxxx Moneyb) that Seller elects not to cause such exceptions to be removed; or (c) that Seller will use commercially reasonable efforts to remove such objectionable exceptions, less the applicable Independent Contract Considerationwithout any absolute assurance that they will be removed. If Seller fails to notify Purchaser within such three (3) business day period, then Seller shall be returned deemed to Purchaser have made an election under the foregoing clause (b). Notwithstanding the foregoing or any other provision of this Agreement, all monetary obligations (including, without limitation, mechanics and materialmens liens or claims thereof, any liens or encumbrances that secure obligations for borrowed money and any encumbrances to title which are created by Seller after the Escrow AgentEffective Date) disclosed in the Preliminary Title Report constituting a lien against the Fee Land are to be satisfied by Seller before Closing. The procurement by Seller of a commitment for the issuance of the Title Policy (as defined in Section 6.2(g) hereof) or an endorsement thereto insuring Purchaser, the applicable Independent Contract Consideration in a manner acceptable to Purchaser, against any title exception which was disapproved pursuant to this Section 3.2 shall be immediately paid to deemed a cure by Seller by the Escrow Agent and thereafter neither of such disapproval. If Seller nor gives Purchaser notice under clauses (b) or (c) above, Purchaser shall have any further liability two (2) business days after the date of such notice in which to notify Seller that Purchaser will nevertheless proceed with the purchase in accordance with the provisions of this Agreement and take title to the other under this Contract except for Fee Property subject to such obligations of Purchaser which expressly survive the termination of this Contract)objectionable exceptions, or (y) waive those objections in Purchaser’s Objection that Purchaser will terminate this Agreement and receive a refund of the Xxxxxxx Money. If Purchaser does not terminate this Agreement or deliver a Title Notice which to Seller is deemed before the expiration of the Due Diligence Period pursuant to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) aboveSection 2.2, then Purchaser shall be conclusively have been deemed to have elected (y) above. Subject to Seller’s obligation to cure certain approved any title matters as described above, all matters shown on exception set forth in the Title Commitment Documents that Seller is not obligated to remove and Seller did not agree in writing to remove or cure or use reasonable efforts to cure. If after the expiration of the Due Diligence Period the Title Company revises the Preliminary Title Report or the surveyor revises the Survey, except to add or modify exceptions and Purchaser objects to such additional or modified exceptions within three (3) days after Purchaser receives written notice thereof, then Purchaser may terminate this Agreement and receive a refund of the extent Seller expressly agreed in Seller’s Response Xxxxxxx Money if the provision for their removal or modification satisfactory to cure Purchaser is not made. In such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively calledcase, the “Permitted Exceptions”Closing Date shall be extended for up to ten (10) days in order for Purchaser and Seller to determine if such exception can be resolved and to give Purchaser the opportunity to terminate this Agreement and receive a refund of the Xxxxxxx Money if the exception is not removed.

Title Review and Cure. During Buyer shall have twenty (20) days following its receipt of the Inspection Title Report (the “Title Review Period, Purchaser shall ”) to review same and to either approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Agent written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s disapproval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report, then Seller shallmay, but shall have no obligation to, within three five (35) business days of after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s satisfaction, in Buyer’s sole discretion, the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it shall cure which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or cause is unable to, eliminate or ameliorate any disapproved title matters, Buyer acting in its sole discretion disapproves Seller’s Title Notice, or Seller fails to be cured prior to the Closing. Seller timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Agent (on or before Closing, five (i5) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to business days following the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (b) above. If Seller declines, Buyer elects (or is deemed to have declined, elected) to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract Agreement as provided in clause (whereupon all sums paid as Xxxxxxx Moneyb) above, less this Agreement shall automatically terminate, the applicable Independent Contract Consideration, parties shall be returned released from all further obligations under this Agreement (except pursuant to Purchaser any provisions which by the Escrow Agenttheir express terms survive a termination of this Agreement), the applicable Independent Contract Consideration Deposit shall be immediately paid returned to Buyer and Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (see Paragraph 5.A) and all other documents, instruments and materials previously provided by Seller to Buyer, if any (collectively, the Escrow Agent and thereafter neither Seller nor Purchaser “Property Information”). Buyer shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is been deemed to have declined approved any title exception that Seller is not obligated to cure or remove and to which either Buyer did not expressly agree in object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described abovesole cost and expense, all matters shown on the Title Commitment monetary liens, claims and Surveyencumbrances of record, except and Buyer shall not be required to the extent Seller expressly agreed in Seller’s Response object to cure such matterssame; all matters objected to in Purchaser’s Objection Notice which are subsequently waivedof which, or deemed waivedif any, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments shall not yet due and payable, and the rights of tenants in possession, become a Permitted Exception (as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”defined below).

Title Review and Cure. During If any of the Inspection exceptions set forth in Schedule B of the Title Commitment or any matter disclosed by the Survey is unsatisfactory to Purchaser, Purchaser may object to such title exception or survey matter (any such title exception or survey matter to which Purchaser objects being called a “Noted Exception”) by written notice given to Seller no later than the later of: (i) three business days prior to the end of the Due Diligence Period and (ii) three business days after receipt of the Survey (but in no event later than the last day of the Due Diligence Period). Seller may, within three business days after Purchaser gives such notice of objection to a Noted Exception (such three business day period being called the “Response Period”), give Purchaser written notice that Seller will cure such Noted Exception at or prior to Closing, in which event Seller will cure or use commercially reasonable efforts to cure such Noted Exception at or prior to Closing, in which event Seller will cure or use commercially reasonable efforts to cure such Noted Exception at or prior to Closing. If Seller does not, within the Response Period, give Purchaser written notice that Seller will cure or use commercially reasonable efforts to cure a Noted Exception to which Purchaser has objected as provided above, Purchaser may, by written notice given to Seller within three business days after expiration of the Response Period, terminate this Agreement by giving written notice to Seller, in which case the entire Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be returned by Title Company to Purchaser. If Purchaser does not so terminate this Agreement within three business days after expiration of the Response Period, Purchaser shall review title will be deemed to have waived the objection to the Real Property as disclosed Noted Exception and the transaction shall proceed without reduction in the Purchase Price; provided that if Seller notified Purchaser during the Response Period that Seller would use commercially reasonable efforts to cure any Noted Exception, but Seller fails to cure such Noted Exception by the Closing Date, then Purchaser may terminate this Agreement by written notice given to Seller prior to Closing, in which case the entire Deposit, other than the Independent Consideration which shall be delivered to Seller, shall be returned by Title Commitment, the Exception Documents related thereto Company to Purchaser. All title exceptions and the survey matters existing survey or Survey for such Real Property and, no later the expiration as of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items date of this Agreement to which Purchaser does not object within by the Inspection end of the Due Diligence Period shall be deemed acceptable as provided above, any Noted Exceptions to Purchaser. Seller shallwhich Purchaser objects but subsequently waives the objection, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure and any title exceptions except arising after the end of the Due Diligence Period that are caused by Purchaser or to which Purchaser consents, are collectively called the “Permitted Exceptions;” provided that in no event shall any deed of trust or other security interest against the Property, any lien not caused by Purchaser which may be satisfied by the payment of money or any voluntary lien be a Permitted Exception, and Seller shall in all events be obligated to cause all such deeds of trust, security interests and liens to be satisfied and released on at or before Closingprior to Closing (collectively, (i) all liens filed against the Property created “Monetary Liens”). The Leases will be Permitted Exceptions, whether or assumed by Seller, (ii) all items, if any, Seller agrees to cure not exceptions therefor are set forth in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date Schedule B of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to Commitment. After the expiration of the Inspection Due Diligence Period, Purchaser may, prior to Closing, notify Seller in writing of any objection to any update to the Title Commitment or the Survey first arising after the date of the Survey (with respect to survey matters) or the Title Commitment (with respect to title matters) (each a “New Encumbrance”) but not later than three business days after receipt of the update to the Title Commitment or Survey giving rise to such objection. If Seller fails Purchaser does not object to send Seller’s Response Seller any New Encumbrance as herein provided, such New Encumbrance shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which approved by Purchaser objected in Purchaser’s Objection Notice, Purchaser and shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to curebecome a Permitted Exception. In the event that Purchaser fails gives written notice of objection to timely elect any New Encumbrance, Seller shall have the same obligation or options to cure (xbut shall make such election within three business days or receipt of written notice from Purchaser) or (y) above, then and Purchaser shall be conclusively deemed have the same options to have elected (y) above. Subject waive its objections or to Seller’s obligation to cure certain title matters as described aboveterminate this Agreement, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”set forth above.

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Holder written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report and any new survey or Existing Survey. Except as hereinafter expressly set forth, any items ; Buyer’s Title Notice delivered by Buyer to which Purchaser does not object within Seller must state that it is a “Buyer’s Title Notice being delivered in accordance with the Inspection provisions of Section 4.2.2 of the Purchase Agreement.” The failure of Buyer to deliver to Seller Buyer’s Title Notice on or before the expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s approval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report, any new survey or Existing Survey for the Real Property, then Seller shallmay, but shall have no obligation to, within three (3) business days of after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it which Seller agrees to so eliminate or ameliorate by the Closing Date. Buyer acknowledges and agrees that any title exception disapproved by Buyer shall cure or cause be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such exception to be cured prior removed from the Title Policy (as such term is defined in Section 4.2.3 hereof) or to the Closingbe affirmatively insured over. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Holder (on or before Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Due Diligence Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow (as such term is defined in Section 9.1 hereof). If Seller fails Failure to send Seller’s Response Seller take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (a) above. If Seller declinesBuyer elects to terminate this Agreement as provided in clause (b) above, or is this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller. Buyer shall have been deemed to have declined, approved any title exception that Seller is not obligated to cure any item remove and to which Purchaser objected in Purchaser’s Objection Noticeeither Buyer did not object as provided above, Purchaser shall have three (3) business days or to elect which Buyer did object, but with respect to (x) which Buyer did not terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”Agreement.

Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to notify Seller in writing of any title objections no later than on May 22, 2018 (the “Purchaser’s Objection NoticeDeadline”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing). Seller shall have no obligation to cure any title exceptions objections except that monetary liens created based on the agreements of Seller (excluding any inchoate (i.e., “unfiled”) liens related to the Ongoing Work, collectively, “Seller Liens”), which Seller Liens Seller shall in all events be obligated to cause to be released at the Closing. Seller may, but shall not be obligated to, attempt to cure by the Closing Date any title objections noted by Purchaser other than Seller Liens. If Seller elects not to cure any title objection, or fails to cure any title objection by the Closing Date, in each case other than Seller Liens, then Purchaser shall either (i) terminate this Agreement by written notice to Seller given on or before Closing10 days after receipt of any notice by Seller that it elects not to cure or cannot cure any title objections, (i) all liens filed against if earlier, the Property created Closing Date, and the Xxxxxxx Money shall be refunded to Purchaser, or assumed by Seller, (ii) waive such title objections, in which event the Closing shall occur and Purchaser shall accept title to the Property subject to such title condition, subject to Seller’s foregoing obligation to cause all itemsSeller Liens to be released. Failure to so terminate shall constitute Purchaser’s election to proceed under clause (ii). Notwithstanding anything contained herein, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through Title Report or under Seller the Survey are re-issued or updated after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection NoticeDeadline, Purchaser shall have three the right to object (3each, a “New Objection”) business to any additional material or adverse matter disclosed or contained (each, a “New Title Document Matter”) in any such update (but excluding any matters related to the Public Improvements). If Seller is unable or unwilling to cure any such New Title Document Matter to the sole satisfaction of Purchaser (in Purchaser’s sole and absolute discretion) within the lesser of 5 days to elect following receipt by Seller of a New Objection or the Closing Date, Purchaser shall have the right either to (xa) terminate this Contract (whereupon all sums paid as Agreement by written notice to Seller given on or before 10 days after receipt of any notice by Seller that it elects not to cure or cannot cure any title objections, if earlier, the Closing Date, and the Xxxxxxx Money, less the applicable Independent Contract Consideration, Money shall be returned refunded to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract)Purchaser, or (yb) waive those objections such title objections, in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In event the event Purchaser fails to timely elect (x) or (y) above, then Closing shall occur and Purchaser shall be conclusively deemed accept title to have elected (y) above. Subject the Property subject to such title condition, subject to Seller’s foregoing obligation to cure certain title matters as described above, cause all matters shown on the Title Commitment and Survey, except Seller Liens to the extent Seller expressly agreed in Seller’s Response be released. Failure to cure such matters; all matters objected to in so terminate shall constitute Purchaser’s Objection Notice which are subsequently waived, election to proceed under clause (b). Those items approved by Purchaser or deemed waived, approved by Purchaser, any defects in or objections Purchaser are hereinafter referred to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions.”.

Title Review and Cure. During (a) On or before the Inspection Period, Purchaser shall review title date that is seven (7) days after the delivery to the Real Property as disclosed by Buyer of the Title CommitmentCommitment and Survey (the “Objection Deadline”), Buyer shall give written notice (the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or Seller of any matter set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items Commitment and Survey to which Purchaser does not object within Buyer objects (the Inspection Period “Objections”). If Buyer fails to tender an Objection Notice on or before the Objection Deadline, Buyer shall be deemed acceptable to Purchaserhave approved and irrevocably waived any objections to any matters covered by the Title Commitment and the Survey. Seller shall, within On or before three (3) business days of its after receipt of Purchaser’s Objection Noticethe Objections (the “Response Deadline”), advise Purchaser Seller may, in writing (“Seller’s Responsesole discretion, give Buyer notice (the “Response Notice”) which objectionsof those Objections that Seller is willing to cure or cause Property Owner to cure, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions except that Seller shall in all events be obligated to cause or caused to be released on or before Closing, cured Objections except the Must-Cure Items (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Periodas hereinafter defined). If Seller fails to send Seller’s deliver a Response Notice by the Response Deadline, Seller shall be deemed to have declined elected not to cure all objections or otherwise resolve any matter set forth in Purchaser’s the Objection Notice. If Seller declines, Buyer is dissatisfied with the Response Notice or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection the lack of Response Notice, Purchaser shall have Buyer may, as its exclusive remedy, exercise its right to terminate this Agreement within three (3) business days following the Response Deadline. If Buyer provides such notice within such 3-business day period, this Agreement shall terminate and be of no further force and effect, and the Title Company shall return the Xxxxxxx Money to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cureBuyer. In the event Purchaser If Buyer fails to timely elect (x) or (y) aboveexercise such right, then Purchaser Buyer shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on accept the Title Commitment and SurveySurvey with resolution, except if any, of the Objections set forth in the Response Notice (or if no Response Notice is tendered, without any resolution of the Objections (and such Objections shall thereafter be deemed Permitted Exceptions) and without any reduction or abatement of the Purchase Price. Notwithstanding the foregoing, Seller shall be required to cure the Must-Cure Items and Buyer shall have such rights and remedies as provided in the case of a default by Seller hereunder with respect to any failure by Seller to cure a Must-Cure Item. In furtherance of the foregoing and notwithstanding anything to the extent contrary contained herein, at or prior to the Closing, Seller expressly agreed in Seller’s Response shall be obligated to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waivedremove, or deemed waivedcause Property Owner to remove, as the case may be, from title by Purchaserpayment of cash (or in the case of mechanic’s liens, posting of sufficient bonds): (a) all mortgages or deeds of trust securing indebtedness for money borrowed and which encumbers the Property, (b) all mechanic’s liens affecting the Property as a result of any defects in act or objections omission, or at the express direction, of Seller or Property Owner (as distinguished from those arising, for instance, as a result of any act or omission of any tenant) which may be fully liquidated and discharged by payment of a fixed and ascertainable sum not to exceed $250,000, (c) all judgment liens first arising after the Date of this Agreement which may be fully liquidated and discharged by payment of a fixed and ascertainable sum not to exceed $250,000, and (d) any exceptions or encumbrances to title that are intentionally and knowingly created by Seller or Property Owner after the Date of this Agreement but prior to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively calledClosing without Buyer’s consent (collectively, the “Permitted ExceptionsMust-Cure Items”).

Title Review and Cure. During the Inspection Period, Purchaser shall have until ten (10) business days after its receipt of the Title Commitment (the “Title Review Period”) to review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto Commitment and the existing survey or Survey for such Real Property and, no later Survey. Purchaser shall have until the expiration of the Inspection Title Review Period, Purchaser may deliver to Seller notify Seller, in writing (“Purchaser’s Objection Notice”) writing, of such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, Commitment or Surveythe Survey (“Objection Notice”). Except as hereinafter expressly set forth, Any item contained in the Title Commitment or any items matter shown on the Survey to which Purchaser does not so object within the Inspection Period shall be deemed acceptable a Permitted Exception (as defined below). In the event Purchaser shall timely notify Seller of objections to Purchaser. any item contained in the Title Commitment or to any matter shown on the Survey, Seller shallmay, within three five (35) business days of its after receipt of Purchaser’s the Objection Notice, advise Notice (“Response Period”): (a) notify Purchaser in writing (“Seller’s Response”) of which objectionsobjections Seller will agree to cure, if any, it shall or (b) not respond, in which event Seller will be deemed to have declined to cure or cause to be cured prior to the Closingany such objections. Seller shall have no obligation to cure any title exceptions objections except that liens of an ascertainable amount created by Seller, which liens Seller shall in all events be obligated to cause to be released on at the Closing or before Closing, (i) all liens filed against affirmatively insured over by the Property created or assumed by Seller, (ii) all items, if any, Title Company. Seller further agrees to cure in the Seller’s Response, and (iii) remove any exceptions or encumbrances to title which are created by, through or under by Seller after the Effective Date of this Contract Agreement without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Periodconsent. If Seller fails to send Seller’s Response Seller shall be deemed to have declined elects not to cure all objections set forth in or a portion of Purchaser’s Objection Notice. If Seller declines, objections or is deemed fails to have declined, timely respond to cure any item to which Purchaser objected in Purchaser’s the Objection Notice, Purchaser shall have three the following options: (3i) business days to elect accept a conveyance of the Property without reduction of the Purchase Price and subject to the Permitted Exceptions, specifically including any matter in the Title Commitment and/or Survey objected to by Purchaser which Seller is unwilling (xor deemed unwilling) to cure, which such objectionable matters shall be deemed waived by Purchaser and become part of the Permitted Exceptions; or (ii) to terminate this Contract Agreement by sending written notice thereof to Seller no later than five (whereupon all sums paid as 5) days after expiration of the Response Period, and upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money, less the applicable Independent Contract Consideration, Money shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser party hereto shall have any further liability to the other under this Contract rights, obligations or liabilities hereunder except for such obligations of Purchaser those which expressly survive the a termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cureAgreement. In the event If Purchaser fails to timely elect deliver notice of termination under clause (x) or (yii) above, then Purchaser shall will be conclusively deemed to have elected to proceed under clause (yi) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on Purchaser may terminate this Agreement and receive a refund of the Xxxxxxx Money if the Title Company revises the Title Commitment and Surveyafter the expiration of the Title Review Period to add or modify exceptions in a material adverse manner, except to the extent Seller expressly agreed in Seller’s Response to cure if such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, additions or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, modifications were not created by, through or under Purchaser, are not acceptable to Purchaser and are not removed by the Closing Date. The term “Permitted Exceptions” shall mean: the specific exceptions (exceptions that are not part of the promulgated title insurance form) in the Title Commitment that the Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Response Period and that Seller is not required to remove as provided above; items shown on the Survey, which have not been removed as of the end of the Response Period; real estate taxes or other assessments not yet due and payable; acts of Purchaser, and those claiming by, through and under Purchaser; and zoning, building and other governmental and quasi-governmental laws, codes and regulations. If Seller elects to cure any objections set forth in the rights of tenants in possessionObjection Notice, as tenants onlySeller will use commercially reasonable efforts to do so prior to Closing and furnish Purchaser evidence that such objections are cured and removed from title. If Seller is unable to cure any such objections by Closing, under the LeasesPurchaser may either: (x) waive such objections, are herein collectively called, the “which shall become Permitted Exceptions”., and proceed to Closing without any reduction to the Purchase Price; or (y) terminate this Agreement upon written notice to Seller. Upon delivery of such notice of termination, this Agreement shall terminate and the Xxxxxxx Money shall be returned to Purchaser and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for those which survive a termination of this Agreement. If Purchaser fails to timely deliver notice of termination under clause (y) above, Purchaser will be deemed to have elected to proceed to closing under clause (x) above, and such uncured objections will be deemed Permitted Exceptions

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto Commitment and the existing survey or Survey for such Real Property andSurvey. Also during the Due Diligence Period, no later Seller will reasonably cooperate with Purchaser in curing any reasonable objections Purchaser may have with respect to matters disclosed on the Title Commitment of which Purchaser notifies Seller at least five (5) days prior to the expiration of the Inspection Due Diligence Period; provided, however, that Seller shall not have any obligation to spend money or incur any other obligation, liability or duty in connection with such cooperation, except as hereafter provided in this Section 3.2; and, except as otherwise specifically provided below in this Section 3.2, Purchaser may deliver shall have no right to Seller in writing (“Purchaser’s Objection Notice”) such objections terminate this Agreement after the expiration of the Due Diligence Period as Purchaser may have to anything contained a result of the existence or set forth in the Title Commitmentcontinued existence of title or survey matters, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which issues and/or objections, if any, it shall cure or cause to be cured prior to the Closing. Seller shall have no obligation to cure any title exceptions objections except that financing, mechanics, or judgment liens of an ascertainable amount created by, under or through Seller (as well as past due and payable taxes and assessments), which liens Seller shall in all events be obligated to cause to be released (at Seller’s expense, including any recording fees incurred or to be incurred in connection therewith) at or prior to the Closing. Seller further agrees to remove (at Seller’s expense, including any recording fees incurred or to be incurred in connection therewith) any exceptions or encumbrances to title which are voluntarily created by, under or through Seller after the Effective Date without Purchaser’s consent; however, if requested, such consent shall not be unreasonably withheld, conditioned or delayed. In addition to Purchaser’s termination right as set forth in Subsection 2.2.1, Purchaser may also terminate this Agreement and receive an immediate refund of the Xxxxxxx Money, without further authorization from Seller, if the Title Company revises the Title Commitment after the expiration of the Due Diligence Period to add or modify any exceptions which materially adversely affect the Property (other than to disclose those items noted on the Survey), or before Closingto add or modify the conditions to obtaining any endorsement requested by Purchaser and agreed to be provided by Title Company during the Due Diligence Period, if such additions or modifications are in writing, are not reasonably acceptable to Purchaser and are not removed by the Closing Date (and such termination shall otherwise be as provided in the last four (4) sentences of Subsection 2.2.1 above). Seller’s obligations as set forth in, but as limited by, the second, third and fourth sentences of this Section 3.2 shall apply to all matters disclosed by any revision to the Title Commitment by the Title Company after expiration of the Due Diligence Period. The term “Permitted Exceptions” shall mean and include the following: (i) all liens filed against the Property created specific exceptions (i.e., the “special” or assumed by Seller, other exceptions that are not part of the promulgated title insurance form) in the Title Commitment that Title Company has not agreed to insure over or remove from the Title Commitment as of the end of the Due Diligence Period and that Seller is not required to remove as provided above; (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title matters created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three ; (3iii) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters items shown on the Title Commitment and Survey, except to Survey which have not been removed as of the extent Seller expressly agreed in Seller’s Response to cure such mattersend of the Due Diligence Period; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, (iv) real estate taxes or other assessments not yet due and payable, and ; (v) the rights of the tenants in possession, as tenants only, under or pursuant to the Leases; and (vi) the impact of any federal, are herein collectively calledstate, the “Permitted Exceptions”local and other laws, rules, regulations and ordinances, including without limitation, zoning ordinances.

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Holder written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Commitment and any Existing Survey; Buyer’s Title Notice delivered by Buyer to Seller must state that it is a “Buyer’s Title Notice being delivered in accordance with the provisions of Section 4.2.2 of the Purchase Agreement.” The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s approval of the condition of title to the Real Property. If Buyer disapproves any matter ADMIN 35315890v4 of title shown in the Title Commitment or Existing Survey for the Real Property, then Seller shallmay, but shall have no obligation to, within three one (31) days of business day after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it shall cure which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or cause is unable to, eliminate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to be cured prior to the Closing. Seller timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Holder (on or before Closingone (1) business day following the expiration of Seller’s Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow (as such term is defined in Section 9.1 hereof). Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer’s election to take the action described in clause (a) above. If Buyer elects to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller. Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. In no event shall Buyer be deemed to have agreed to accept title subject to (i) all monetary liens filed (except to the extent that the same are Permitted Exceptions in Section 4.2.3(e) below) or security interests against the Real Property, or past-due taxes and assessments that are liens on the Real Property, or (ii) encumbrances that have been voluntarily placed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without PurchaserBuyer’s prior written consent and that will not reflected otherwise be satisfied on or before the Title Commitment prior Closing. Seller covenants and agrees to remove (or cause to be removed) from the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Property (which obligation shall be deemed satisfied if the same is insured over and the amount secured by any of the instruments referenced below have been paid and the holders of the same are obligated to have declined cause the same to cure be released from the Property) concurrently with the Close of Escrow all objections set forth in Purchaser’s Objection Notice. If Seller declinesdeeds of trust, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the mortgages and/or other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except debt instruments to the extent executed by Seller or expressly agreed assumed by Seller in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”writing.

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Holder written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report and any Existing Survey; Buyer’s Title Notice delivered by Buyer to Seller must state that it is a “Buyer’s Title Notice being delivered in accordance with the provisions of Section 4.2.2 of the Purchase Agreement.” The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s approval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report or Existing Survey for the Real Property, then Seller shallmay, but shall have no obligation to, within three one (31) days of business day after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it which Seller agrees to so eliminate or ameliorate by the Closing Date. Buyer acknowledges and agrees that any title exception disapproved by Buyer shall cure be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such exception to be removed from the Title Policy (as such term is defined in Section 4.2.3 hereof) or to be affirmatively insured over. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have the right, upon delivery to Seller and Escrow Holder (on or before one (1) business day following the expiration of Seller’s Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow (as such term is defined in Section 9.1 hereof). Failure to take either one of the actions described in (a) and (b) above shall be deemed to be Buyer’s election to take the action described in clause (a) above. If Buyer elects to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller. Buyer shall have been deemed to have approved any title exception that Seller is not obligated to remove and to which either Buyer did not object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Notwithstanding anything stated to the contrary herein, Seller covenants and agrees to remove (or cause to be cured prior to removed) from the Closing. Seller Property (which obligation shall be deemed satisfied if the same is insured over and the amount secured by any of the instruments referenced in clauses (a) and (b) below have no obligation to cure any title exceptions except that Seller shall in all events be been paid and the holders of the same are obligated to cause the same to be released on or before Closing, from the Property) concurrently with the Close of Escrow (ia) all liens filed against deeds of trust, mortgages and/or other debt instruments to the Property created extent executed by Seller or expressly assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Responsewriting, and (iiib) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaserother monetary liens (other than mechanic’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller shall be deemed to have declined to cure all objections set forth in Purchaser’s Objection Notice. If Seller declines, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3liens that are considered Permitted Exceptions) business days to elect to (x) terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payableof an ascertainable amount, and do not exceed $25,000 in the rights aggregate and are capable of tenants being removed upon the payment of no more than $25,000 in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”aggregate.

Title Review and Cure. During Commencing from the Inspection date of this Agreement and continuing through and including the Title Review Period, Purchaser Buyer shall review have the right to approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and the Title Company written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report and any Existing Survey; Buyer’s Title Notice delivered by Buyer to Seller must state that it is a “Buyer’s Title Notice being delivered in accordance with the provisions of Section 4.2.2 of the Purchase Agreement.” The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s approval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report or Existing Survey for the Real Property, then Seller shallmay, but shall have no obligation to, within three two (32) days of its after their receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s reasonable satisfaction the disapproved title matters by giving Buyer written notice ( “Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it which Seller agrees to so eliminate or ameliorate by the Closing Date. Buyer acknowledges and agrees that any title exception disapproved by Buyer shall cure or cause be deemed ameliorated to Buyer’s reasonable satisfaction to the extent that Seller either causes such exception to be cured prior removed from the Title Policy (as such term is defined in Section 4.2.3 hereof) or to the Closingbe affirmatively insured over. If Seller does not elect to, or is unable to, eliminate or ameliorate any disapproved title matters, Buyer reasonably disapproves Seller’s Title Notice, or Seller fails to timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Holder (on or before Closing, two (i2) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to days following the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow (as such term is defined in Section 9.1 hereof). Failure to take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (a) above. If Seller declinesBuyer elects to terminate this Agreement as provided in clause (b) above, or is this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any provisions which by their terms survive a termination of this Agreement), the Deposit shall be immediately returned to Buyer and Buyer shall immediately return all Property Information to Seller. Buyer shall have been deemed to have declined, approved any title exception that Seller is not obligated to cure any item remove and to which Purchaser objected in Purchaser’s Objection Noticeeither Buyer did not object as provided above, Purchaser shall have three (3) business days or to elect which Buyer did object, but with respect to (x) which Buyer did not terminate this Contract (whereupon all sums paid as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”Agreement.

Title Review and Cure. During the Inspection Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey or Survey for such Real Property and, no later the expiration of the Inspection Period, Purchaser may deliver to notify Seller in writing of any title objections within five (“Purchaser’s Objection Notice”5) business days after the receipt of the Title Report and the Title Documents. Failure to timely provide such a notice of objections as shall constitute an approval by Purchaser may have to anything contained or set forth of all matters disclosed in the Title Commitment, Exception Documents, or Survey. Except All title matters not objected to by Purchaser as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period aforesaid shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior to the Closing. Permitted Exceptions.” Seller shall have no obligation to cure any title exceptions objections except that financings created by Seller and/or mechanics’ liens created under contracts with Seller, which liens Seller shall in all events be obligated to cause to be released at the Closing. Seller may, but shall not be obligated to, attempt to cure by the Closing Date any title objections noted by Purchaser. Seller shall notify Purchaser in writing on or before Closing, five (i5) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, days after receipt of Purchaser’s notice whether Seller agrees intends to cure in any title obligations it is not obligated to cure. In the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to the expiration of the Inspection Period. If event Seller fails to send Seller’s Response notify Purchaser, Seller shall be deemed to have declined elected not to cure all objections set forth in Purchaser’s Objection Noticeany title obligations which it is not obligated to cure. If Seller declines, or is deemed to have declined, elects not to cure any item title objection, or fails to which cure any title objection it is required or has agreed to cure by the Closing Date, then Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three may either (3) business days to elect to (xi) terminate this Contract Agreement by written notice to Seller given on or before five (whereupon all sums paid as 5) days after receipt of any notice by Seller that it elects not to cure or cannot cure any title objections, if earlier, or by the Closing Date, and the Xxxxxxx Money, less the applicable Independent Contract Consideration, Money shall be returned refunded to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract)Purchaser, or (yii) waive those objections such title objections, in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In event the event Purchaser fails to timely elect (x) or (y) above, then Closing shall occur and Purchaser shall be conclusively deemed accept title to have elected (y) above. Subject the Property subject to such title condition, subject to Seller’s foregoing obligation to cure certain title matters as described above, all matters shown on the Title Commitment cause its financing and Survey, except mechanics’ liens to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”be released.

Title Review and Cure. During If Buyer elects to obtain a Title Report or Survey, Buyer shall have the Inspection Period, Purchaser shall review right to give Seller written notice of any objections with respect to any defects in the condition of title to or other matters adversely affecting the Real Property as disclosed shown on or by the Title CommitmentReport and/or the Survey ("DEFECTS"), Buyer shall deliver to Seller written notice ("BUYER'S TITLE NOTICE") of any Defects promptly following Buyer's receipt and review of the Exception Title Report and/or Survey but in all events not later than five (5) days prior to Closing (the "TITLE REVIEW PERIOD"). Buyer shall provide Seller with a copy of the Title Report, any Title Documents related thereto and the existing survey Survey obtained by Buyer with Buyer's Title Notice. The failure of Buyer to deliver to Seller Buyer's Title Notice on or Survey for such Real Property and, no later before the expiration of the Inspection Period, Purchaser may deliver to Seller in writing (“Purchaser’s Objection Notice”) such objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Review Period shall be deemed acceptable to Purchaserconstitute Buyer's approval of the condition of title and survey to the Real Property. If Buyer so gives Seller shallnotice of any Defects, within three then Seller may, but shall have no obligation to, eliminate the Defects to Buyer's reasonable satisfaction on or before Closing by giving Buyer written notice (3"SELLER'S TITLE NOTICE") days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objectionsthose Defects, if any, it shall cure which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or cause to be cured prior to the Closing. Seller is unable to, eliminate any Defects, or Buyer disapproves Seller's Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released Seller, on or before Closing, of a written notice to either: (ia) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Responsewaive its prior disapproval and notice of Defects, and proceed with Closing, in which event the Defects shall be deemed approved; or (iiib) terminate this Agreement. If Buyer elects to terminate this Agreement as provided in clause (b) above, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement (except pursuant to any exceptions to title created by, through or under Seller after the Effective Date provisions which by their terms survive a termination of this Contract without Purchaser’s consent Agreement), the Deposit shall be immediately returned to Buyer and not reflected on the Title Commitment prior Buyer shall immediately return all Property Information to the expiration of the Inspection PeriodSeller. If Seller fails to send Seller’s Response Seller Buyer shall be deemed to have declined approved any title exception shown on or by the Title Report and/or the Survey to cure all objections set forth in Purchaser’s Objection Notice. If Seller declineswhich either Buyer did not object as provided above, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection NoticeBuyer did object, Purchaser shall have three (3) business days but with respect to elect to (x) which Buyer did not terminate this Contract (whereupon all sums paid Agreement as Xxxxxxx Money, less the applicable Independent Contract Consideration, shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) provided above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except to the extent Seller expressly agreed in Seller’s Response to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the rights of tenants in possession, same shall be deemed a Permitted Exception (as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”hereinafter defined).

Title Review and Cure. During Buyer shall have until the Inspection later of fifteen (15) business days following its receipt of the Title Report or five (5) business days following the mutual execution and delivery of this Agreement (the “Title Review Period, Purchaser shall ”) to review same and to either approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Agent written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s approval of the condition of title to the Property. If Buyer disapproves any matter of title shown in the Title Report, then Seller shallmay, but shall have no obligation to, within three five (35) business days of after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s satisfaction, in Buyer’s sole discretion, the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it shall cure which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or cause is unable to, eliminate or ameliorate any disapproved title matters, Buyer acting in its sole discretion disapproves Seller’s Title Notice, or Seller fails to be cured prior to the Closing. Seller timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Agent (on or before Closing, five (i5) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to business days following the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (b) above. If Seller declines, Buyer elects (or is deemed to have declined, elected) to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract Agreement as provided in clause (whereupon all sums paid as Xxxxxxx Moneyb) above, less this Agreement shall automatically terminate, the applicable Independent Contract Consideration, parties shall be returned released from all further obligations under this Agreement (except pursuant to Purchaser any provisions which by the Escrow Agenttheir express terms survive a termination of this Agreement), the applicable Independent Contract Consideration Initial Deposit shall be immediately paid returned to Buyer and Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (see Paragraph 11.D) and all other documents, instruments and materials previously provided by Seller to Buyer, if any (collectively, the Escrow Agent and thereafter neither Seller nor Purchaser “Property Information”). Buyer shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is been deemed to have declined approved any title exception that Seller is not obligated to cure or remove and to which either Buyer did not expressly agree in object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described abovesole cost and expense, all matters shown on the Title Commitment monetary liens, claims and Surveyencumbrances of record, except and Buyer shall not be required to the extent Seller expressly agreed in Seller’s Response object to cure such matterssame; all matters objected to in Purchaser’s Objection Notice which are subsequently waivedof which, or deemed waivedif any, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments shall not yet due and payable, and the rights of tenants in possession, become a Permitted Exception (as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”defined below).

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto Survey and UCC Searches. Purchaser shall be entitled to object to any title matters shown on the existing survey Title Commitment, Survey or Survey for such Real Property andUCC Searches, no later in its sole discretion, by a written notice of objections delivered to Seller on or before the expiration of the Inspection Due Diligence Period. Seller will cooperate with Purchaser, Purchaser may deliver at no expense to Seller Seller, in writing (“Purchaser’s Objection Notice”) such curing any objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior title to the ClosingProperty. Seller shall have no obligation to cure any title exceptions objections except that liens and security interests created by, under or through Seller, all of which liens and security interests Seller shall in all events be obligated to cause to be released on or before at the Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, . Seller agrees to cure in the Seller’s Response, and (iii) any remove such exceptions or encumbrances to title which arise after the Date of this Agreement to the extent created by, through or under Seller. As to any other exceptions or objections raised by Purchaser, Seller after shall have, without any obligations to do so, 14 days from the Effective Date receipt of Purchaser's notice of objections either to have such exceptions or objections removed or, if acceptable to Purchaser, to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser in Purchaser's sole discretion. If Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser in Purchaser's sole discretion within such 14 day period, then Purchaser may elect to terminate this Agreement by delivering written notice to Seller within 14 days following such period. Upon delivery of such termination notice by Purchaser, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement except pursuant to any provisions which by their terms survive a termination of this Contract without Agreement, and the Earnxxx Xxxey shall be immediately returned to the Purchaser’s consent and not reflected on the Title Commitment prior to . If after the expiration of the Inspection Due Diligence Period the Title Company revises any of the Title Commitment, or the surveyor revises the Survey to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by 37 Purchaser during the Due Diligence Period, then Purchaser may terminate this Agreement and receive a refund of the Earnxxx Xxxey if provision for their removal or modification satisfactory to Purchaser is not made. If Seller fails to send Seller’s Response Seller Purchaser shall be have been deemed to have declined approved any title exception that Seller is not obligated to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinesremove and to which either Purchaser did not object as provided above, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Noticedid object, but with respect to which Purchaser shall have three (3) business days to elect to (x) did not terminate this Contract (whereupon all sums paid as Xxxxxxx MoneyAgreement. If there are exceptions or objections raised by Purchaser, less the applicable Independent Contract Consideration, Closing Date shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except extended to the extent necessary to permit Seller expressly agreed in Seller’s Response and Purchaser to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the exercise their rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”provided above.

Title Review and Cure. During Buyer shall have fifteen (15) business days following its receipt of the Inspection Title Report (the “Title Review Period, Purchaser shall ”) to review same and to either approve or disapprove the condition of title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto and the existing survey Property. On or Survey for such Real Property and, no later before the expiration of the Inspection Title Review Period, Purchaser may Buyer shall deliver to Seller in writing and Escrow Agent written notice (“PurchaserBuyer’s Objection Title Notice”) such objections as Purchaser may have to anything contained of Buyer’s approval or set forth disapproval of the matters reflected in the Title Commitment, Exception Documents, Report. The failure of Buyer to deliver to Seller Buyer’s Title Notice on or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within before the Inspection expiration of the Title Review Period shall be deemed acceptable to Purchaserconstitute Buyer’s disapproval of the condition of title to the Real Property. If Buyer disapproves any matter of title shown in the Title Report, then Seller shallmay, but shall have no obligation to, within three five (35) business days of after its receipt of Purchaserthe Buyer’s Objection Notice, advise Purchaser in writing Title Notice for the Real Property (“Seller’s ResponseElection Period”), elect to eliminate or ameliorate to Buyer’s satisfaction, in Buyer’s sole discretion, the disapproved title matters by giving Buyer written notice (“Seller’s Title Notice”) which objectionsof those disapproved title matters, if any, it shall cure which Seller agrees to so eliminate by the Closing Date. If Seller does not elect to, or cause is unable to, eliminate or ameliorate any disapproved title matters, Buyer acting in its sole discretion disapproves Seller’s Title Notice, or Seller fails to be cured prior to the Closing. Seller timely deliver Seller’s Title Notice, then Buyer shall have no obligation the right, upon delivery to cure any title exceptions except that Seller shall in all events be obligated to cause to be released and Escrow Agent (on or before Closing, five (i5) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, Seller agrees to cure in the Seller’s Response, and (iii) any exceptions to title created by, through or under Seller after the Effective Date of this Contract without Purchaser’s consent and not reflected on the Title Commitment prior to business days following the expiration of the Inspection Period. If Seller fails to send Seller’s Response Seller Election Period) of a written notice, to either: (a) waive its prior disapproval, in which event said disapproved matters shall be deemed approved; or (b) terminate this Agreement and the Escrow. Failure to take either one of the actions described in (a) and (b) above shall be deemed to have declined be Buyer’s election to cure all objections set forth take the action described in Purchaser’s Objection Noticeclause (b) above. If Seller declines, Buyer elects (or is deemed to have declined, elected) to cure any item to which Purchaser objected in Purchaser’s Objection Notice, Purchaser shall have three (3) business days to elect to (x) terminate this Contract Agreement as provided in clause (whereupon all sums paid as Xxxxxxx Moneyb) above, less this Agreement shall automatically terminate, the applicable Independent Contract Consideration, parties shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any released from all further liability to the other obligations under this Contract Agreement (except for such obligations of Purchaser pursuant to any provisions which expressly by their express terms survive the a termination of this ContractAgreement), Buyer shall immediately return to Seller (or confirm in writing to Seller the destruction of) all Seller Deliverables (ysee Paragraph 4.A) waive those objections in Purchaser’s Objection Notice which and all other documents, instruments and materials previously provided by Seller is to Buyer, if any (collectively, the “Property Information”). Buyer shall have been deemed to have declined approved any title exception that Seller is not obligated to cure or remove and to which either Buyer did not expressly agree in object as provided above, or to which Buyer did object, but with respect to which Buyer did not terminate this Agreement. Anything to the contrary notwithstanding, Seller shall be obligated to remove or cause to be removed from title, on or before the Closing and at Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described abovesole cost and expense, all matters shown on the Title Commitment monetary liens, claims and Surveyencumbrances of record, except and Buyer shall not be required to the extent Seller expressly agreed in Seller’s Response object to cure such matterssame; all matters objected to in Purchaser’s Objection Notice which are subsequently waivedof which, or deemed waivedif any, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments shall not yet due and payable, and the rights of tenants in possession, become a Permitted Exception (as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”defined below).

Title Review and Cure. During the Inspection Due Diligence Period, Purchaser shall review title to the Real Property as disclosed by the Title Commitment, the Exception Documents related thereto Survey and UCC Searches. Purchaser shall be entitled to object to any title matters shown on the existing survey Title Commitment, Survey or Survey for such Real Property andUCC Searches, no later in its sole discretion, by a written notice of objections delivered to Seller on or before the expiration of the Inspection Due Diligence Period. Seller will cooperate with Purchaser, Purchaser may deliver at no expense to Seller Seller, in writing (“Purchaser’s Objection Notice”) such curing any objections as Purchaser may have to anything contained or set forth in the Title Commitment, Exception Documents, or Survey. Except as hereinafter expressly set forth, any items to which Purchaser does not object within the Inspection Period shall be deemed acceptable to Purchaser. Seller shall, within three (3) days of its receipt of Purchaser’s Objection Notice, advise Purchaser in writing (“Seller’s Response”) which objections, if any, it shall cure or cause to be cured prior title to the ClosingProperty. Seller shall have no obligation to cure any title exceptions objections except that liens and security interests created by, under or through Seller, all of which liens and security interests Seller shall in all events be obligated to cause to be released on or before at the Closing, (i) all liens filed against the Property created or assumed by Seller, (ii) all items, if any, . Seller agrees to cure in the Seller’s Response, and (iii) any remove such exceptions or encumbrances to title which arise after the Date of this Agreement to the extent created by, through or under Seller. As to any other exceptions or objections raised by Purchaser, Seller after shall have, without any obligations to do so, 10 days from the Effective Date receipt of Purchaser's notice of objections either to have such exceptions or objections removed or, if acceptable to Purchaser, to provide affirmative title insurance protection for such exceptions satisfactory to Purchaser in Purchaser's sole discretion. If Seller fails either to provide for the removal of such exceptions or objections or to obtain affirmative title insurance protection for such exceptions or objections satisfactory to Purchaser in Purchaser's sole discretion within such 10 day period, then Purchaser may elect to terminate this Agreement by delivering written notice to Seller within 15 days following such period. Upon delivery of such termination notice by Purchaser, this Agreement shall automatically terminate, the parties shall be released from all further obligations under this Agreement except pursuant to any provisions which by their terms survive a termination of this Contract without Agreement, and the Earnxxx Xxxey shall be immediately returned to the Purchaser’s consent and not reflected on the Title Commitment prior to . If after the expiration of the Inspection Due Diligence Period the Title Company revises the Title Commitment, or the surveyor revises the Survey to add or modify exceptions, or to add or modify the conditions to obtaining any endorsement requested by Purchaser during the Due Diligence Period, then Purchaser may terminate this Agreement and receive a refund of the Earnxxx Xxxey if provision for their removal or modification satisfactory to Purchaser is not made. If Seller fails to send Seller’s Response Seller Purchaser shall be have been deemed to have declined approved any title exception that Seller is not obligated to cure all objections set forth in Purchaser’s Objection Notice. If Seller declinesremove and to which either Purchaser did not object as provided above, or is deemed to have declined, to cure any item to which Purchaser objected in Purchaser’s Objection Noticedid object, but with respect to which Purchaser shall have three (3) business days to elect to (x) did not terminate this Contract (whereupon all sums paid as Xxxxxxx MoneyAgreement. If there are exceptions or objections raised by Purchaser, less the applicable Independent Contract Consideration, Closing Date shall be returned to Purchaser by the Escrow Agent, the applicable Independent Contract Consideration shall be immediately paid to Seller by the Escrow Agent and thereafter neither Seller nor Purchaser shall have any further liability to the other under this Contract except for such obligations of Purchaser which expressly survive the termination of this Contract), or (y) waive those objections in Purchaser’s Objection Notice which Seller is deemed to have declined to cure or which did not expressly agree in Seller’s Response to cure. In the event Purchaser fails to timely elect (x) or (y) above, then Purchaser shall be conclusively deemed to have elected (y) above. Subject to Seller’s obligation to cure certain title matters as described above, all matters shown on the Title Commitment and Survey, except extended to the extent necessary to permit Seller expressly agreed in Seller’s Response and Purchaser to cure such matters; all matters objected to in Purchaser’s Objection Notice which are subsequently waived, or deemed waived, by Purchaser, any defects in or objections to title to the Real Property or title exceptions or encumbrances, arising, by, through or under Purchaser, real estate taxes or other assessments not yet due and payable, and the exercise their rights of tenants in possession, as tenants only, under the Leases, are herein collectively called, the “Permitted Exceptions”provided above.