Common use of Title to the Property Clause in Contracts

Title to the Property. Seller shall convey good and insurable title to the Land and the Improvements to Buyer in the form of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Buyer shall obtain a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies of all documents shown in the Title Commitment as exceptions to the title to the Property. Buyer shall have ten (10) calendar days after receipt of the Survey, Title Commitment and copies of all exceptions to give written notice to Seller of any objections which Buyer may have to the title to the Property. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Seller. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have the right, but not the obligation, for a period of five (5) calendar days after such notice, to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafter, elect, by written notice given to Seller on or before such fifth (5th) day, either to (a) terminate this Agreement, in which case the Xxxxxxx Money shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect.

Title to the Property. Seller shall convey good Good and insurable title Marketable Title to the Land Real Estate --------------------- shall be conveyed by Seller to Purchaser by Special Warranty Deed, free and clear of all liens, easements, restrictions, and encumbrances whatsoever, excepting only the Improvements Permitted Exceptions. Within fifteen (15) days after the Effective Date, Seller shall, at Seller's sole cost and expense, cause the Title Company to Buyer in deliver to Purchaser a Title Commitment, together with, copies of all documents and instruments referred to therein. Purchaser shall have until the form date which is ten (10) days after the receipt of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Buyer shall obtain a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “original such Title Commitment”), together with copies of all documents shown in and instruments referred to therein, during which to examine the Title Commitment as exceptions and such title documents after which Purchaser shall notify Seller of any objections with respect to the form of the Title Commitment or any defects or objections affecting the record marketability of the title to the Property, other than the Permitted Exceptions. Buyer If Purchaser fails to give such notice of defects or objections as to any matters disclosed by such Title Commitment, such matters shall be deemed to be additional Permitted Exceptions. Seller shall then have ten (10) calendar days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however, Seller hereby agrees that Seller shall satisfy or cure any such defects or objections consisting of taxes, assessments, mortgages (including the SurveyExisting Loan Documents), Title Commitment and copies deeds of all exceptions to give written notice to trust, mechanic's or materialmen's liens or monetary encumbrances willfully caused by Seller. In the event Seller of any objections which Buyer may have to the title to the Property. If Buyer fails to give any notice such written advice to Purchaser within such ten (10) day period, Seller by such date, Buyer shall be deemed to have waived agreed to satisfy or cure all such right to object to any title exceptions defects or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerobjections set forth in Purchaser's notice. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have until Closing to satisfy or cure all such defects and objections which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. In the right, but event there exist defects or objections which are not the obligation, for a period of five (5) calendar days after such notice, required herein to reasonably cure be satisfied or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure cured by Seller of such exception prior to Closing or defect. Notwithstanding in the foregoing, event Seller shall in all events fails or refuses to cure any defects and objections which are required herein to be required satisfied or cured by Seller prior to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that then, at the option of Purchaser, (i) Purchaser may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafter, elect, terminate this Agreement by written notice given to Seller on or before such fifth (5th) day, either to (a) terminate this Agreementand Escrow Agent, in which case event the Xxxxxxx Money shall be returned immediately refunded to Buyer by Escrow AgentPurchaser, and the parties this Agreement shall be deemed of no force and effect and Purchaser and Seller shall have no further rights rights, obligations or obligations liabilities hereunder, except for those which as expressly survive provided herein, (ii) if any such terminationdefect or objection is one that Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above, Purchaser may cure such defect or objection, in which event the Purchase Price payable pursuant to Paragraph 4 hereof shall be reduced by an amount equal to the actual cost and expense incurred by Purchaser in connection with the curing of such defect or objection, (iii) Purchaser may accept title to the Property subject to such defects and objections, or (biv) waive its any combination of items (ii) and (iii). In the event Purchaser elects to cure any such defects and objections hereunder and proceed with the transaction pursuant to item (ii) hereof, Purchaser at its option, upon giving notice to Seller, may extend the remaining terms date of Closing until the curing of such defects or objections or thirty (30) days from and conditions after the previously scheduled date of this AgreementClosing, whichever shall first occur. If Buyer fails any defect or objection shall not have been cured within such period, Purchaser may exercise its option under either item (i) or (iii) hereof. Purchaser and Seller agree that if mechanic's or materialmen's liens in the aggregate amount of less than $150,000.00 shall exist, in lieu of Seller satisfying such liens as required above, Seller may elect to give cause the Title Company to provide affirmative insurance coverage to Purchaser with respect to such liens in Purchaser's owner's title insurance policy issued to Purchaser at Closing, and any incremental cost of providing such affirmative insurance coverage shall be paid by Seller notice of its election by such at Closing. From time to time, it shall be deemed Purchaser may request an update to have elected the option contained in subparagraph effective date of the Title Commitment and give notice to Seller of all defects or objections appearing subsequent to the effective date of the Title Commitment (b) above. If Seller does so reasonably cure or satisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effectprevious update thereof).

Title to the Property. Seller, at Seller's expense, shall deliver the Title Commitment to Buyer within ten (10) days of the Contract Date. Seller shall convey good merchantable and insurable marketable fee simple title to the Land and the Improvements to Buyer in the form of the DeedDeed in recordable form, which shall expressly be made subject to the Permitted Title Exceptions. Buyer shall obtain a current Urban ALTA/ACSM spotted survey have until fifteen (the “Survey”15) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies of all documents shown in the Title Commitment as exceptions to the title to the Property. Buyer shall have ten (10) calendar days after receipt of the Survey, Title Commitment and (together with legible copies of all documents noted as exceptions therein) and the Survey by which to examine title to the Property and to give written notice to Seller of any objections which Buyer may have to the title to the Propertyhave. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerdefects. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have the right, but not the obligation, for a period of five (5) calendar days after such notice, use commercially reasonable efforts to reasonably cure or satisfy such objection. The procurement objection by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably curedcured or satisfied or undertaken to be reasonably cured or satisfied by Seller, then Buyer shall, within five ten (510) calendar days thereafter, elect, by written notice given to be received by Seller on or before such fifth tenth (5th10th) day, either to (a) terminate this Agreement, in which case the Xxxxxxx Money Earnxxx Xxxey shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed proceeds with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (ba) above. If Seller does so reasonably cure or satisfy satisfy, or undertake to reasonably cure or satisfy, such objectionobjection to the satisfaction of Buyer, as determined in its sole discretion, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Seller agrees not to further voluntarily alter or encumber in any way Seller's title to the Property after the Contract Date (except to the extent provided in Section 9 below) without Buyer's written consent. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove as a title exception (i) all mortgages, security deeds or other security instruments encumbering the Property, and (ii) all past due ad valorem taxes and assessments, owners association, roadway or other easement fees, dues or assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Property. In addition, Seller shall be obligated to remove, bond over or insure over any judgments against the Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property.

Title to the Property. Seller Title to the Property shall convey be good and insurable title merchantable and shall be conveyed to Purchaser free and clear of any and all liens, claims and interests of any kind or nature whatsoever except the Land following: (a) easements, rights-of-way, rights, duties, obligations, covenants, conditions, restrictions, limitations and agreements of record; (b) current real estate taxes not delinquent; (c) zoning ordinances and other governmental restrictions affecting the Improvements to Buyer in the form Property; (d) all legal highways and public rights-of-way; and (e) all matters that would be disclosed by an accurate survey or inspection of the DeedProperty. (together the “Permitted Exceptions”). As evidence of such title, which shall expressly be made subject Seller shall, at its sole cost and expense, obtain and deliver to the Permitted Title Exceptions. Buyer shall obtain Purchaser within thirty (30) days hereafter, a current Urban ALTA/ACSM spotted survey commitment (the “SurveyCommitment”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by an ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an Form B owner’s policy of title insurance commitment on the current ALTA Extended Coverage formissued by Fidelity National Title Insurance Company, in the amount of the Purchase Price and naming Buyer as the proposed insured 000 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxxx, Xxxxxxx 00000 (the “Title CommitmentInsurer”), together with legible copies of all documents shown instruments identified as exceptions in the Commitment, in which Commitment the Title Commitment as exceptions Insurer shall agree to insure in an amount equal to the Purchase Price that upon delivery of a general warranty deed from Seller to Purchaser, Purchaser shall have fee simple title to the PropertyProperty free and clear of all liens, encumbrances, claims, and interests except for Permitted Exceptions. Buyer All exceptions identified in Schedule B-2 of the Commitment shall have be deemed Permitted Exceptions unless Purchaser has given written notice to Seller within ten (10) calendar days of receipt of the Commitment of those exceptions to which it objects (the “Unpermitted Exceptions”). If the Unpermitted Exceptions are not able to be cured by Seller within thirty (30) days after receipt of the Surveynotice thereof from Purchaser, Title Commitment and copies of all exceptions to give written notice to Seller of any objections which Buyer may have to the title to the Property. If Buyer fails to give any notice to Seller or thereafter waived by such datePurchaser as additional Permitted Exceptions, Buyer this Agreement shall be deemed to have waived such right to object to any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Seller. If Buyer does give Seller timely notice of objection to any other title exceptions or defectsterminate, Seller shall then have the right, but not the obligation, for a period of five (5) calendar days after such notice, to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafter, elect, by written notice given to Seller on or before such fifth (5th) day, either to (a) terminate this Agreement, in which case the Xxxxxxx Money shall be promptly returned to Buyer by Escrow Agent, Purchaser and the parties no party shall have no any further rights or obligations obligation hereunder, except for those which expressly survive any such termination, or . Seller shall cause the final owner’s policy of title insurance to be delivered to Purchaser within thirty (b30) waive its objections hereunder and proceed with days after Closing (as hereinafter defined). Any closing fee charged by the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it Title Insurer shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effectpaid by Purchaser.

Title to the Property. Seller shall convey good merchantible and insurable --------- -------------------- marketable fee simple title to the Land and the Improvements to Buyer in the form of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Buyer shall obtain a current Urban ALTA/ACSM spotted survey have until thirty (30) days after the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted Contract Date by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified which to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies of all documents shown in the Title Commitment as exceptions to the examine title to the Property. Buyer shall have ten (10) calendar days after receipt of , obtain any title commitments from the SurveyTitle Insurer, Title Commitment and copies of all exceptions to give written notice to Seller of any objections which Buyer may have to the title to the Propertyhave. If Buyer fails falls to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerdefects. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have the right, but not the obligation, for a period of five (5) calendar days after such notice, use commercially reasonable efforts to reasonably cure or satisfy such objection. The procurement objection by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably curedcured or satisfied or undertaken to be reasonably cured or satisfied by Seller, then Buyer shall, within five (5) calendar days thereafter, elect, elect by written notice given to be received by Seller on or before such fifth (5th) day, either to (a) terminate this Agreement, in which case the Xxxxxxx Money shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (ba) above. If Seller does so reasonably cure or satisfy satisfy, or undertake to reasonably cure or satisfy, such objectionobjection to the satisfaction of Buyer, as determined in its sole discretion, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Seller agrees nor to further voluntarily alter or encumber in any way Seller's title to the Property after the Contract Date (except to the extent provided in Section 9 below) without Buyer's written consent. Notwithstanding anything to the contrary contained herein, Seller shall be obligated to remove as a title exception (i) all mortgages, security deeds or other security instruments encumbering the Property, and (ii) all past due ad valorem taxes and assessments, owners association, roadway or other easement fees, dues or assessments of any kind, whether or not of record, which constitute, or may constitute, a lien against the Property. In addition, Seller shall be obligated to remove (or bond over) any judgments against the Seller (which do not result from acts or omissions on the part of Buyer) which have attached to and become a lien against the Property.

Title to the Property. Seller shall convey good and insurable indefeasible fee simple title to the Land and the Improvements to Buyer in the form of the Deed, which shall expressly be made subject only to the Permitted Title Exceptions. Buyer shall obtain order a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on or commitments with respect to the current ALTA Extended Coverage formLand and Improvements from the Title Insurer, in the amount together with legible copies of all of the Purchase Price and naming Buyer as the proposed insured underlying exception documents shown on Schedule B-2 thereof (the “Title Commitment”), together with copies of all documents shown in the Title Commitment as exceptions to the title to the Property. Buyer shall have ten (10) calendar days after receipt of until the Survey, Inspection Date by which to examine title to the Property as disclosed by the Title Commitment and copies of all exceptions Survey and to give written notice to Seller of any objections which Buyer may have to the title to the Propertyhave. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to approved any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerdisclosed in the Title Commitment and Survey. If Buyer does give Seller timely notice of objection to any other title exceptions or defectsdefects disclosed in the Title Commitment and Survey, Seller shall then have the right, but not the obligation, for a period of five (5) calendar days after such notice, to reasonably cure or satisfy, or undertake to cure or satisfy by the Closing, such objection. If Seller does not cure or satisfy or undertake by written notice to Buyer to cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to objections within the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafterday period, then Buyer may elect, by written notice given to Seller on or before such fifth (5th) day, either to (a) terminate this Agreement, in which case the Xxxxxxx Money Money, less $100 to be paid to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy or give notice of its undertaking to cure or satisfy such objectionobjection within the time allowed, then this Agreement shall continue in full force and effect, subject to Seller so curing such objections, which shall be a condition to Buyer’s obligation to close. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Seller agrees not to further voluntarily alter or encumber in any way Seller’s title to the Property after the Contract Date (except for entering into new leases or renewing existing Leases to the extent permitted by Section 9.1 below) without Buyer’s consent, which consent shall not be unreasonably withheld or delayed. Seller shall give Buyer notice of any such proposed alteration or encumbrance and Buyer shall then have five (5) business days in which to elect, by written notice to Seller on or before such fifth (5th) day, either to (i) consent to the change, or (ii) object, in which event Buyer shall set forth and deliver in writing to Seller its reasons for doing so. If Buyer has not given Seller notice of its election by the end of the fifth (5th) day, Buyer shall be deemed to have elected to consent to the change. Notwithstanding anything to the contrary set forth in this Section 5, Seller shall remove all mortgages encumbering the Property, and shall remove or bond over to Buyer’s and the Title Insurer’s reasonable satisfaction any other monetary liens and security interests in or against the Property, to the extent any such mortgages or other monetary liens and security interests arise by, through or under Seller, and are not the result of Buyer’s or Buyer’s agents’ actions. Provided that Buyer obtains a current Title Commitment and current Survey prior to the Inspection Date, then between the Inspection Date and the Closing Date, Buyer may update the Title Commitment and/or Survey and object to any new matters of title or survey not contained in the original Title Commitment and/or Survey other than immaterial matters. If Buyer so objects and Seller elects to undertake to cure such objections (in the manner provided above for the initial title objections), Seller may extend the Closing by up to thirty (30) days to attempt to cure such objections. If Seller is unable or unwilling to cure any such new objection, Buyer shall have the rights as provided above in the event Seller fails to cure or satisfy or undertake to cure or satisfy Buyer’s initial objections, provided Buyer gives Seller notice of its election prior to Closing (as same may be extended).

Title to the Property. Seller shall convey good and insurable title to the Land and the Improvements to Buyer in the form of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Within ten (10) business days after the Contract Date, Seller will deliver to Buyer shall obtain a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment issued by the Title Insurer on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies legible photocopies of all documents shown in the Title Commitment as exceptions to the title to the Property. Buyer shall have ten (10) calendar days after receipt of the Survey, Title Commitment and legible copies of all exceptions to give written notice to Seller of any objections which Buyer may have to the title to the Property. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerdefects. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have the right, but not the obligation, for a period of five ten (510) calendar days after such notice, to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five ten (510) calendar days thereafter, elect, by written notice given to Seller on or before such fifth tenth (5th10th) day, either to (a) terminate this Agreement, in which case the Xxxxxxx Money shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect.

Title to the Property. Seller (a) Purchaser shall convey good order, at its sole cost and insurable title to expense, within five (5) days following the Land and the Improvements to Buyer in the form of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Buyer shall obtain a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a)date hereof, (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer i) a commitment for an owner’s fee title insurance commitment on policy or policies with respect to the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured Property (the “Title Commitment”) from Chicago Title Insurance Company (the “Title Company”), and (ii) a survey of the Property prepared by a surveyor registered in the State of Maryland, certified by said surveyor to Purchaser and Seller as having been prepared in accordance with the minimum detail requirements of the ALTA land survey requirements (the “Survey”), and shall cause the Title Commitment, together with true, legible and complete copies of all documents shown instruments giving rise to any defects or exceptions to title to the Property, and the Survey to be delivered to Seller’s attorneys concurrently with the delivery thereof to Purchaser or Purchaser’s attorneys. If any exceptions(s) to title to the Property should appear in the Title Commitment other than the Permitted Exceptions (as exceptions hereafter defined), subject to which Purchaser is unwilling to accept title (such exception(s) being herein called, collectively, the “Unpermitted Exceptions”), and Purchaser shall provide Seller with written notice (the “Title Objection Notice”) thereof within twenty (20) days after the date of this Agreement, then Seller, in its sole and absolute discretion, may endeavor to eliminate the same, subject to the title to the Propertyterms and conditions of this Section 4.1. Buyer shall have ten (10) calendar days after receipt of the Survey, Title Commitment and copies of all exceptions to give written notice to Seller of Purchaser hereby waives any objections which Buyer right Purchaser may have to the advance, as objections to title or as grounds for Purchaser’s refusal to close this transaction, any Unpermitted Exception of which Purchaser does not notify Seller within such twenty (20) day period unless (i) such Unpermitted Exception was first created or reported subsequent to the Property. If Buyer fails date of the Title Commitment, and (ii) Purchaser shall notify Seller of the same within five (5) days after the date that the Title Company notifies Purchaser of such Unpermitted Exception (failure to give any notice to so notify Seller by such date, Buyer shall be deemed to have waived such be a waiver by Purchaser of its right to object to any title exceptions or defects except with respect raise such Unpermitted Exception as an objection to title exceptions or defects of which Buyer receives notice following as a ground for Purchaser’s refusal to close the transaction contemplated by this Agreement). Notwithstanding anything to the contrary contained in this Agreement, Seller, in its required time to notify Seller. If Buyer does give Seller timely notice of objection to any other title exceptions or defectssole discretion, Seller shall then have the right, but not right to adjourn the obligation, Closing for a period not to exceed thirty (30) days (such period of five (5time being herein called the “Extension Period”) calendar days after such noticein order to attempt to remove an Unpermitted Exception, to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, provided that Seller shall notify Purchaser, in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shallwriting, within five (5) calendar days thereafterBusiness Days after receipt by Seller of the Title Objection Notice, electwhether or not it will endeavor to eliminate such Unpermitted Exceptions. The failure of Seller to deliver such notification to Purchaser shall be conclusively deemed to be an election by Seller not to endeavor to eliminate any Unpermitted Exceptions other than Required Removal Items (as defined below). Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Seller shall not, under any circumstance, be required or obligated to cause the cure or removal of any Unpermitted Exception including, without limitation, to bring any action or proceeding, to make any payments or otherwise to incur any expense in order to eliminate any Unpermitted Exception or to arrange for title insurance insuring against enforcement of such Unpermitted Exception against, or collection of the same out of, the Property, unless Seller notified Purchaser that it would endeavor to do so; provided, however, Seller shall satisfy, as a condition of Closing, and cause the release of, any mortgage, deed of trust or other lien intentionally placed on the Property by written notice given Seller or suffered by Seller (collectively, the “Required Removal Items”). (b) In the event that Seller is unable, or elects not, to Seller eliminate all Unpermitted Exceptions in accordance with the provisions of this Section 4.1.1, or to arrange for title insurance in form reasonably acceptable to Purchaser, without special premium to Purchaser, insuring against enforcement of such Unpermitted Exceptions against, or collection of the same out of, the Property, and to convey title to the Property in accordance with the terms of this Agreement on or before the Closing Date (whether or not the Closing is adjourned as provided in Section 4.1.1(a)), Purchaser shall have the right, as its sole remedy for such fifth inability or election of Seller, by delivery of written notice to Seller within three (5th3) dayBusiness Days following receipt of notice from Seller of its election (or within three (3) Business Days following its deemed election) not to, or of its inability to, remove such Unpermitted Exceptions, to either to (ai) terminate this Agreement, in which case event Escrowee shall, provided that Purchaser is not otherwise in default of its obligations pursuant to this Agreement, return the Xxxxxxx Money shall be returned Deposit to Buyer by Escrow Agent, Purchaser and the parties no party hereto shall have no any further rights or obligations hereunder, in connection herewith except for under those which provisions that expressly survive any such terminationthe Closing or a termination of this Agreement, or (bii) waive its objections hereunder and proceed with the transaction pursuant accept title to the remaining terms and conditions Property subject to such Unpermitted Exception(s) without a reduction in, abatement of, or credit against, the Purchase Price. The failure of Purchaser to deliver timely any written notice of election under this Section 4.1.1(b) shall be conclusively deemed to be an election under clause (ii) above. (c) If, on the Closing Date, there are any Required Removal Items or other liens or encumbrances that Seller is obligated to discharge under this Agreement. If Buyer fails to give , Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right (but not the obligation) to either (i) arrange, at Seller’s cost and expense, for affirmative title insurance or special endorsement (as applicable, in a form reasonably acceptable to Purchaser and/or the Title Company) insuring against enforcement of such liens or encumbrances against, or collection of the same out of, the Property, or (ii) use any time portion of the Purchase Price to waive any objections that it may have made andpay and discharge the same, thereby, either by way of payment or by alternative manner reasonably satisfactory to preserve this Agreement in full force and effectthe Title Company.

Title to the Property. Seller shall convey good marketable and insurable title to the Land and the Improvements to Buyer in the form of the by Special Warranty Deed, which shall expressly be made subject to the Permitted Title ExceptionsExceptions and, to the extent not included therein, to real estate taxes and the lien of special assessments not yet due and payable, any zoning laws and ordinances, the Leases, any easements or other rights that do not materially interfere with the use of the Property and any other rights or interests recorded in the public records of Hennepin County, Minnesota. Buyer shall obtain a current Urban ALTA/ACSM spotted survey have until thirty (30) days after the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted Contract Date by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified which to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies of all documents shown in the Title Commitment as exceptions to the examine title to the Property. Buyer shall have ten (10) calendar days after receipt of the Survey, Title Commitment at Buyer's sole cost and copies of all exceptions expense, and to give written notice to Seller of any objections to other matters affecting title which Buyer may have have; provided, however, that Seller shall within ten business days from the Contract Date submit to the title to the PropertyBuyer evidence of title. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerdefects. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have the right, but not the obligation, for a period of five (5) calendar business days after such notice, to reasonably cure or satisfy, or undertake to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of moneysuch objection. If such objection is not so timely and reasonably curedcured or satisfied or undertaken to be reasonably cured or satisfied by Seller, then Buyer shall, within five (5) calendar business days thereafter, elect, by written notice given to be received by Seller on or before such fifth (5th) business day, either to (a) terminate this Agreement, in which case the Xxxxxxx Money Money, less $100 to be paid to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy satisfy, or undertake to reasonably cure or satisfy, such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve thereby preserving this Agreement in full force and effect. Seller agrees not to further alter or encumber in any way Seller's title to the Property after the Inspection Date (except for entering into new leases or renewing existing Leases, which activities shall be governed by Section 9 below) without Buyer's consent, which consent shall not be unreasonably withheld or delayed. Seller shall give Buyer notice of any such proposed change and Buyer shall then have five (5) business days in which to elect, by written notice to be received by Seller on or before such fifth (5th) business day, either to (i) consent to the change, or (ii) object, in which event Buyer shall set forth and deliver in writing to Seller its reasons for doing so. If Buyer has not given Seller notice of its election by the end of the fifth (5th) business day, Buyer shall be deemed to have elected to consent to the change. If Buyer timely objects to Seller's proposed change, Seller may make such change regardless of such objection, but Seller shall notify Buyer that such change has been made. If Seller has made such change over Buyer's timely objection made as provided above, Buyer may terminate this Agreement by written notice to Seller which must be given within five (5) business days of Buyer's receipt of notification of the change from Seller. If Buyer has not given notice of such termination within such five (5) business day period, Buyer shall have no further right to terminate this Agreement as a result of such change and shall accept title to the Property with such change. If Buyer does terminate the Agreement by such written notice given during such five day period, then the Xxxxxxx Money, less $100.00 to be paid to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination.

Title to the Property. At Closing, Seller shall convey good and insurable title the Property to Purchaser, subject to the Land matters which are, or are deemed to be, Permitted Exceptions pursuant to this Article 3 (the “Permitted Exceptions”). (a) Purchaser acknowledges that it has received from Chicago Title Insurance Company, 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxx Xxxxxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxx Xxxx (the “Title Company”) a preliminary title report for the Property dated May 20, 2005 (Order No. 008285150) (the “Title Report”) for the issuance of an ALTA owner’s policy of title insurance with respect to the Property, and copies of all exceptions referred to therein. (b) Seller agrees to cause exceptions 4, 7, 8, 13, 15 and 18 of Schedule B to the Improvements Title Report, as well as any consensual liens or encumbrances agreed to Buyer by Seller on or after the date of this Agreement without Purchaser’s consent (collectively, the “Removable Exceptions”), to be removed. All other exceptions contained in the form Title Report shall be deemed Permitted Exceptions. Seller shall have until the Closing Date to attempt to remove, satisfy or cure the Removable Exceptions and for this purpose Seller shall be entitled to a reasonable adjournment of the DeedClosing if additional time is required, which but in no event shall expressly the adjournment exceed sixty (60) days after the date specified for the Closing Date in Section 2.01 hereof. If the Closing is delayed by Seller beyond the specified Closing Date, then the rescheduled Closing Date shall occur no sooner than five (5) business days after the date of Seller’s notice to Purchaser stating that Seller has removed, satisfied or cured the Removable Exceptions. If having commenced attempts to cure any Removable Exception, Seller later notifies Purchaser that Seller will be made unable or unwilling to effect a cure thereof, Purchaser shall, within five (5) business days after such notice has been given, notify Seller in writing whether Purchaser shall elect (i) to accept the conveyance of the Property subject to the Permitted Exceptions, specifically including any Removable Exception which Seller is unable or unwilling to cure, and without reduction of the Purchase Price, in which case the Closing shall occur no later than ten (10) business days after Seller’s notice (unless such date is before the scheduled Closing Date), or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the Deposit shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except those that expressly survive the termination of this Agreement, in which event Seller shall reimburse Purchaser for its actual out-of-pocket expenses (up to a maximum of $200,000) in connection with the Property incurred from the date of this Agreement through the date on which Seller so notifies Purchaser that Seller is unable or unwilling to effect a cure of such objections as to which Seller has elected to attempt to cure. (c) At Closing, Seller shall assign to Purchaser such title to the Property as will enable the Title Exceptions. Buyer shall obtain Company to issue to Purchaser, a current Urban ALTA/ACSM spotted survey standard ALTA (1992)Owner’s Policy of Title Insurance (the “SurveyTitle Policy”) in accordance with covering the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified Property subject only to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage formPermitted Exceptions, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies of all documents shown in the Title Commitment as exceptions allocated to the title Land and Improvements pursuant to Section 1.02(b). Notwithstanding anything contained herein to the Property. Buyer contrary, the Property shall have ten (10) calendar days after receipt of the Survey, Title Commitment and copies of all exceptions to give written notice to Seller of any objections which Buyer may have be conveyed subject to the title to the Property. If Buyer fails to give any notice to Seller by such datefollowing matters, Buyer which shall be deemed to have waived such right be Permitted Exceptions: (i) the Leases; (ii) the lien of all ad valorem real estate taxes and assessments not yet due and payable as of the Closing Date, subject to object adjustment as herein provided; (iii) local, state and federal laws, ordinances or governmental regulations, including but not limited to, building and zoning laws, ordinances and regulations, now or hereafter in effect relating to the Property; (iv) items shown on any survey obtained by Purchaser; and (v) all matters directly or indirectly caused by or arising through Purchaser. (d) Purchaser may, at or prior to Closing, notify Seller in writing of any objections to title first arising between (a) the effective date of the Title Report referred to above, and (b) the date on which the transaction contemplated herein is scheduled to close. With respect to any title exceptions or defects except with respect objections to title exceptions or defects of which Buyer receives notice following its required time to notify Seller. If Buyer does give Seller timely notice of objection to any other title exceptions or defectsset forth in such notice, Seller shall then have the right, but not the obligation, for a period of five (5) calendar days after to cure such objections. If Seller elects not to cure any objections specified in Purchaser’s notice, Purchaser shall have the following options: (i) to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, accept a conveyance of an endorsement the Property subject to the Title CommitmentPermitted Exceptions, insuring Buyer against specifically including any title exceptions or defects, shall be deemed a cure matter objected to by Purchaser which Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required is unwilling to cure, at and without reduction of the Purchase Price; or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused (ii) to terminate this Agreement by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafter, elect, by sending written notice given thereof to Seller on or before Seller, and upon delivery of such fifth (5th) daynotice of termination, either to (a) this Agreement shall terminate this Agreement, in which case and the Xxxxxxx Money Deposit shall be returned to Buyer by Escrow AgentPurchaser, and the parties thereafter neither party hereto shall have no any further rights rights, obligations or obligations hereunder, liabilities hereunder except for those which that expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions termination of this Agreement. If Buyer fails Seller elects to give Seller notice of its election by attempt to cure any such timematters, it the date for Closing shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy such objection, then this Agreement shall continue in full force and effect. Buyer shall have the right at any automatically extended by a reasonable additional time to waive any objections that it may have made andeffect such a cure, therebybut in no event shall the extension exceed sixty (60) days after the date specified for the Closing Date in Section 2.01 hereof. (e) Purchaser shall reasonably cooperate with the Title Company and Seller in connection with obtaining title insurance insuring title to the Property subject only to the Permitted Exceptions, including, without limitation, delivering to preserve this Agreement in full force the Title Company such affidavits, certificates and effectother instruments as are reasonably requested by the Title Company and customarily furnished by purchasers of real property who are seeking to obtain a policy of owner’s title insurance.

Title to the Property. Seller shall convey good Good and insurable title Marketable Title to the Land Real Estate --------------------- shall be conveyed by Seller to Purchaser by Special Warranty Deed, free and clear of all liens, easements, restrictions, and encumbrances whatsoever, excepting only the Improvements Permitted Exceptions. Seller at its sole cost and expense, has heretofore caused Title Company or its agent to Buyer in deliver to Purchaser a copy of its Commitment No. GO69739A96-2 (hereinafter referred to as the "Title Commitment"), together with, copies of all documents and instruments referred to therein. Purchaser, shall have until the expiration of the Inspection Period during which to examine the Title Commitment and such title documents after which Purchaser shall notify Seller of any objections with respect to the form of the Deed, which shall expressly be made subject to the Permitted Title Exceptions. Buyer shall obtain a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on the current ALTA Extended Coverage form, in the amount of the Purchase Price and naming Buyer as the proposed insured (the “Title Commitment”), together with copies of all documents shown in the Title Commitment as exceptions to or any defects or objections affecting the record marketability of the title to the Property, other than the Permitted Exceptions. Buyer If Purchaser fails to give such notice of defects or objections as to any matters disclosed by such Title Commitment, such matters shall be deemed to be additional Permitted Exceptions. Seller shall then have ten (10) calendar days after receipt of such notice of title defects or objections from Purchaser to advise Purchaser in writing which of such title defects or objections Seller does not intend to satisfy or cure; provided, however, Seller hereby agrees that Seller shall satisfy or cure any such defects or objections consisting of taxes, mortgages, deeds of trust, mechanic's or materialmen's liens or other such monetary encumbrances. In the Survey, Title Commitment and copies of all exceptions to give written notice to event Seller of any objections which Buyer may have to the title to the Property. If Buyer fails to give any notice such written advice to Purchaser within such ten (10) day period, Seller by such date, Buyer shall be deemed to have waived agreed to satisfy or cure all such right to object to any title exceptions defects or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerobjections set forth in Purchaser's notice. If Buyer does give Seller timely notice of objection to any other title exceptions or defects, Seller shall then have the rightadvise Purchaser in writing that Seller does not intend to satisfy or cure any specific non-monetary encumbrances, but not the obligation, for a period of five Purchaser may elect either (5a) calendar days after such notice, to reasonably cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafter, elect, terminate this Agreement by written notice given to Seller on or before such fifth (5th) day, either to (a) terminate this AgreementSeller, in which case event the Xxxxxxx Money shall be returned immediately refunded to Buyer by Escrow Agent, Purchaser and the parties this Agreement shall be of no further force or effect and Purchaser and Seller shall have no further rights rights, obligations or obligations liabilities hereunder, except for those which as expressly survive any such terminationprovided herein, or (b) waive its to accept title subject to such specific non-monetary encumbrances. Seller shall have until Closing to satisfy or cure all such defects and objections hereunder which Seller agreed (or is deemed to have agreed) to satisfy or cure as provided above. In the event Seller fails or refuses to cure any defects and proceed with the transaction pursuant objections which are required herein to be satisfied or cured by Seller prior to the remaining terms Closing, then, at the option of Purchaser, (i) Purchaser may terminate this Agreement by written notice to Seller and conditions of Escrow Agent, in which event the Xxxxxxx Money shall be immediately refunded to Purchaser, and this Agreement. If Buyer fails to give Seller notice of its election by such time, it Agreement shall be deemed null and void and of no force and effect and Purchaser and Seller shall have no further rights, obligations or liabilities hereunder, except as expressly provided herein, (ii) if any such defect or objection is one that Seller agreed (or is deemed to have elected agreed) to satisfy or cure as provided above, Purchaser may cure such defect or objection, in which event the option contained Purchase Price payable pursuant to Paragraph 4 hereof shall be reduced by an amount equal to the actual cost and expense incurred by Purchaser in subparagraph connection with the curing of such defect or objection, (biii) abovePurchaser may accept title to the Property subject to such defects and objections, or (iv) any combination of items (ii) and (iii). In the event Purchaser elects to cure any such defects and objections pursuant to item (ii) hereof, Purchaser at its option, upon giving notice to Seller, may extend the date of Closing until the curing of such defects or objections or thirty (30) days from and after the previously scheduled date of Closing, whichever shall first occur. If Seller does so reasonably cure any defect or satisfy objection shall not have been cured within such objectionperiod, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it Purchaser may have made and, thereby, to preserve this Agreement in full force and effectexercise its option under either item (i) or (iii) hereof.

Title to the Property. Seller shall convey good and insurable indefeasible fee simple title to the Land and the Improvements to Buyer in the form of the applicable Deed, which shall expressly be made subject only to the Permitted Title Exceptions. Buyer shall obtain order a current Urban ALTA/ACSM spotted survey (the “Survey”) in accordance with the minimum standard detail requirements for ALTA/ACSM Land Title surveys established and adopted by ALTA and ACSM in 1999 including all Title A Optional Responsibilities Items 1-4, 6, 7(a), (b)(1), (c), 8, 9, 10, 11(a), 12-16 certified to Buyer, its successors and assigns, lenders and the Title Company. Additionally, Buyer shall obtain from the Title Insurer an owner’s title insurance commitment on or commitments with respect to the current ALTA Extended Coverage formLand and Improvements from the Title Insurer, in the amount together with legible copies of all of the Purchase Price and naming Buyer as the proposed insured underlying exception documents shown on Schedule B-2 thereof (the “Title Commitment”), together with copies of all documents shown in and provide the Title Commitment as exceptions to the title to the PropertySeller. Buyer shall have ten (10) calendar days after receipt of until the Survey, Inspection Date by which to examine title to the Property as disclosed by the Title Commitment and copies of all exceptions Survey and to give written notice to Seller of any objections which Buyer may have to the title to the Propertyhave. If Buyer fails to give any notice to Seller by such date, Buyer shall be deemed to have waived such right to object to approved any title exceptions or defects except with respect to title exceptions or defects of which Buyer receives notice following its required time to notify Sellerdisclosed in the Title Commitment and Survey. If Buyer does give Seller timely notice of objection to any other title exceptions or defectsdefects disclosed in the Title Commitment and Survey, Seller shall then have the right, but not the obligation, for a period of five (5) calendar business days after such notice, to reasonably cure or satisfy, or undertake to cure or satisfy by the Closing, such objection. If Seller does not cure or satisfy or undertake by written notice to Buyer to cure or satisfy such objection. The procurement by Seller, at its sole expense, of an endorsement to objections within the Title Commitment, insuring Buyer against any title exceptions or defects, shall be deemed a cure by Seller of such exception or defect. Notwithstanding the foregoing, Seller shall in all events be required to cure, at or before the Closing, monetary liens in a definite and ascertainable amount and all other title exceptions or defects caused by Seller’s intentional and wrongful acts that may be cured by the payment of money. If such objection is not so timely and reasonably cured, then Buyer shall, within five (5) calendar days thereafterbusiness day period, then Buyer may elect, by written notice given to Seller on or before the sixth (6th) business day following such fifth (5th) daynotice, either to (a) terminate this Agreement, in which case the Xxxxxxx Money Money, less the Independent Consideration to be delivered to Seller, shall be returned to Buyer by Escrow Agent, and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, it shall be deemed to have elected the option contained in subparagraph (b) above. If Seller does so reasonably cure or satisfy or give notice of its undertaking to cure or satisfy such objectionobjection within the time allowed, then this Agreement shall continue in full force and effect, subject to Seller so curing such objections, which shall be a condition to Buyer’s obligation to close. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Seller agrees not to further voluntarily alter or encumber in any way Seller’s title to the Property after the Contract Date (except for entering into new leases or renewing existing Leases to the extent permitted by Section 9.1 below) without Buyer’s consent, which consent shall not be unreasonably withheld or delayed. Seller shall give Buyer notice of any such proposed alteration or encumbrance and Buyer shall then have five (5) business days in which to elect, by written notice to Seller on or before such fifth (5th) day, either to (i) consent to the change, or (ii) object, in which event Buyer shall set forth and deliver in writing to Seller its reasons for doing so. If Buyer has not given Seller notice of its election by the end of the fifth (5th) day, Buyer shall be deemed to have elected to consent to the change. Notwithstanding anything to the contrary set forth in this Section 5, Seller shall remove all mortgages encumbering the Property, and shall remove or bond over to Buyer’s and the Title Insurer’s reasonable satisfaction any other monetary liens and security interests in or against the Property, to the extent any such mortgages or other monetary liens and security interests arise by, through or under Seller, and are not the result of Buyer’s or Buyer’s agents’ actions. Between the Inspection Date and the Closing Date, Buyer shall have the right to request updates to the Title Commitment and/or Survey and object to any new matters of title or survey not contained in the original Title Commitment and/or Survey other than immaterial matters. If Buyer so objects and Seller elects to undertake to cure such objections (in the manner provided above for the initial title objections), Seller may extend the Closing by up to thirty (30) days to attempt to cure such objections. If Seller is unable or unwilling to cure any such new objection, Buyer shall have the rights as provided above in the event Seller fails to cure or satisfy or undertake to cure or satisfy Buyer’s initial objections, provided Buyer gives Seller notice of its election prior to Closing (as same may be extended).