Common use of Approval of Title Clause in Contracts

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly after Within forty-five (45) days following the Effective Date, Seller shall request cause a proforma title commitment written on Commonwealth Land Title Insurance Company to be delivered to Buyer (the "Title Report") together with hard copies of all items shown as conditions or exceptions thereto, and, which Title Report shall commit to insure, at Closing, Buyer's title to the Property in fee simple and Buyer's rights in and to the easements created by the REA, subject only to the Permitted Exceptions. Seller hereby advises Buyer that the matters included on Exhibit "D" attached hereto (the "Title Company deliver to Buyer a Preliminary Schedule") will likely be reflected in the Title Report with links as exceptions and those matters may not be objected to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, by Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period and shall be deemed to be Seller’s election not to cause such exceptions to be removedPermitted Exceptions. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to review Seller's title to the Property and to object to any exception to title (other than those reflected on the Title Schedule) that renders title unmarketable or unusable for Buyer's Contemplated Use and (a) is reflected in the Title Report and disclosed to Seller by Buyer within ten (10) days after its receipt of the Title Report or (b) is otherwise disclosed to Seller by Buyer within ten (10) days after Buyer's first discovering same. If Buyer timely objects to an exception to title, then on or before the earlier of the tenth (10th) day following Buyer's notice of exception or the date for Closing, but in no event prior to October 31, 1996, Seller shall agree to remove the exception by Closing or notify Buyer that it is unwilling or unable to remove the exception prior to Closing. Within ten (10) business days following Buyer's receipt of Seller's notice that it is unable or unwilling to remove an exception to title, Buyer may elect to either (i) terminate this Agreement, whereupon the Deposit shall be returned to Buyer, or (ii) continue this Agreement in effect, in which event Buyer will be deemed to have approved the previously disapproved exception. Seller's failure to provide written notice that it is unwilling or unable to remove an exception within the time allowed for delivery of such notice shall be deemed to evidence the willingness and Section 14(a) ability of Seller to remove the exception prior to Closing. All additional exceptions to title created or discovered by Buyer subsequent to delivery of the Title Report to Buyer shall applybe subject to the ten-day time frames for notice of disapproval by Buyer and removal by Seller as set forth above. All exceptions to title to the Property which do not render title unmarketable or unusable for Buyer's Contemplated Use which either are disclosed by the Title Report or are subsequently discovered by Buyer and, in either such case, to which Buyer does not timely object are referred to herein as the "Permitted Exceptions." Notwithstanding the foregoing, Buyer hereby objects to, and the term "Permitted Exceptions" shall not include, (i) any lien for payment of delinquent real property taxes, (ii) any item listed as a condition under Schedule B-I of the Title Report (excluding items to be deemed to have objected to satisfied by Buyer such as payment or the providing of evidence of its corporate status and/or authority), or any "standard exceptions" reflected on the Title Report or Owners Title Policy described in paragraph 5.1, and (ii) any deed of trust, mortgage, UCC financing statement, mechanic's lien, judgment lien or other lien encumbering the Property. Seller shall convey good and marketable title in fee simple to the Property to Buyer at the Closing, subject only to the Permitted Exceptions. Buyer acknowledges being advised that secures the payment Property and adjacent lands are encumbered by financing presently held by General Motors Acceptance Corporation ("GMAC"). It is a condition to the obligation to close of money, such Buyer under this Agreement that GMAC will have released its existing financing as mechanic’s liens, materialmen’s liens, delinquent tax liens it affects the Property prior to or concurrently with the Closing and judgment liensthat GMAC will have subordinated concurrently with the Closing the lien and effects of its' financing to the easements to be granted in the REA, and Seller's inability to do so regardless of the liens of deeds of trust and mortgages (collectivelyreason therefor, “Monetary Liens”shall be subject to the provisions set forth in Section 6.11(i), unless below. Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering acknowledges being advised of the property Declaration of Restrictive Covenants, item 3 of the Title Schedule (the "Declaration"), which was imposed for the benefit of Kendall Federation of Homeowner Associations, Inc. ("KFHA") and reflected in ties development of the tax bills for Seller's Project, including the Property, non-delinquent property taxes and other lands, to an approved site plan and sets forth limitations on the use and development of the Property, Seller's Project and other lands. Paragraph 4 of the Declaration described in item 3 of the Title Schedule requires the provision of a community meeting area as more particularly provided therein. Notwithstanding the fact that the Declaration is a Permitted Exception that cannot be objected to as a title defect by Buyer, it is a condition to Buyer's obligation to close that Seller shall have been successful in obtaining from KFHA (i) a modification of the afore referenced paragraph of the Declaration to provide that same is inapplicable to the Property; (ii) approval of a revised site plan consistent with Exhibit B or assessmentsF, as applicable (provided that Seller can, in its absolute and sole discretion, make such changes to the Site Plan or non-delinquent duesAlternative Site Plan that are wholly outside the boundaries of Seller's Project so long as no such changes violate any exclusive or restrictive covenant set forth for the benefit of Buyer in the REA, costs Buyer's Supplemental Declaration or assessments under declarationsExhibit "G", reciprocal easementsdescribed below); and (iii) an executed modification of the Declaration (which shall, or other covenantsas a condition to Closing, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to also be delivered free and clear of, Monetary Liens caused executed by Seller) and (unless a substantial compliance determination letter is received from Dade County) an amendment executed by Dade County and Seller, including the lien in favor amending Items No. 2 and 3 of the Existing LenderTitle Schedule to reflect the foregoing, which modification(s) shall specifically provide that same supersedes any conflicting provisions of such Items 2 and 3 of the Title Schedule. Buyer agrees that “removal” any required or desired communications with KFHA, pursuant to the Declaration or otherwise, both before and after Closing, shall be coordinated through Seller. Seller's inability, regardless of an exception the reasons therefor, to obtain the consents and/or amendments required by this paragraph shall include be subject to the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionprovisions set forth in Section 6.11(i), below.

Approval of Title. Promptly after Buyer shall review a current preliminary title report with respect to the Effective DateProperty, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or accompanied by legible copies of any underlying exceptions or all documents referenced therein. No later than six (6) Business Days prior referred to in the end of the Due Diligence Periodreport, Buyer and shall advise Seller what exceptions of any objections to titletitle on or before 5:00 p.m., if anyNovember 30, will be accepted by Buyer2007. Seller shall have three (3) Business Days five business days after receipt of Buyer’s 's objections to give to Buyer: Buyer notice, (Ai) written notice that Seller will remove such any objectionable exceptions from title and provide Buyer with evidence satisfactory to Buyer of such removal, or Seller will provide Buyer with evidence satisfactory to Buyer that said exceptions will be removed on or before the Closing Date; Closing, or (Bii) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure If Seller shall fail to give Buyer notice to Buyer of its election within the three (3) Business Day period said five business days, Seller shall be deemed to be Seller’s election have delivered notice that Seller elects not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (Bii), Buyer shall have until the later five business days to notify Seller of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect Buyer's election to proceed with the transaction purchase of and take the Property subject to such exceptions but otherwise pursuant to the terms of this Agreement, or to terminate this Agreement. If Buyer fails shall fail to give Seller notice of its election on or before the expiration of such periodwithin said five business days, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause Notwithstanding the preceding provisions of this Section, all monetary liens against the Property, including, but not limited to, taxes (A) and fails to remove any such objectionable exceptions from title prior to the Closing Dateother than current real property taxes, and Buyer is unwilling to take title subject theretobonds and assessments collectible in installments with the real property taxes), Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoingdeeds of trust, Buyer shall be deemed to have objected to any mechanics' lien encumbering the Property that secures the payment of moneyclaims, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, shall be removed by Seller prior to the Closing, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptiondeemed Permitted Exceptions.

Approval of Title. Promptly No later than five (5) days after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, removed to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s mechanics’ liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Lender, to the satisfaction of the Buyer Closing Condition and Seller Closing Condition premised on the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly after Prior to the Effective Approval Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer GVI shall advise Seller Metrovest what exceptions to title, if any, will be accepted by BuyerGVI (the "Permitted Exceptions"). Seller Metrovest shall have three the shorter of five (35) Business Days business days or one half of the time period between the Approval Date and the Closing Date after receipt of Buyer’s GVI's objections to give to BuyerGVI: (A) written notice that Seller Metrovest will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller Metrovest elects not to cause such exceptions to be removed. Seller’s Metrovest's failure to give notice to Buyer GVI within the three (3) Business Day time period referenced shall be deemed to be Seller’s Metrovest's election not to cause such exceptions to be removed. If Seller Metrovest gives Buyer GVI notice or is otherwise deemed to have elected to proceed under clause (B), Buyer GVI shall have until the later sooner of five (5) business days after receipt of Metrovest's notice or deemed notice that it elects not to cure such objections or the Closing Date to (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such waive the exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to and proceed with the transaction or (ii) terminate this Agreement. If Buyer GVI fails to give Seller Metrovest notice of its election on or before the expiration end of such periodthe time period set forth above and the Closing does not otherwise occur, Buyer GVI shall be deemed to have elected to terminate this Agreement. If Seller Metrovest gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer GVI is unwilling to take title subject thereto, Buyer shall have the right to elect to GVI may terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionAgreement.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver Sellers have furnished to Buyer a Preliminary commitment for issuing title insurance relating to the Property with a date of October 15, 2020 (the “Title Report”), together with copies of documents affecting title that are referenced in the Title Report. Within five (5) days after the Execution Date of this Agreement, Buyer shall notify Sellers in writing of all title exceptions in the Title Report with links to or copies which Buyer objects (the “Objectionable Exceptions”). Within four (4) days after receiving Xxxxx’s notice of any underlying exceptions or documents referenced therein. No later than six (6) Business Days Objectionable Exceptions, Sellers will notify Buyer whether Sellers will remove, prior to the end of Parcel 1 Closing (if the Due Diligence PeriodObjectionable Exceptions pertain to Parcel 1) or the Parcel 2 Closing (if the Objectionable Exceptions pertain to Parcel 2), the Objectionable Exceptions. (If Sellers fail to provide such notice to Buyer within such four (4)-day period, Sellers shall be deemed to have elected not to remove the Objectionable Exceptions.) If Sellers are unable or unwilling to remove any Objectionable Exceptions, Buyer shall advise Seller what exceptions to titleshall, if any, will be accepted by Buyer. Seller shall have within three (3) Business Days days after receipt receiving Sellers’ response (or within three (3) days after the expiration of Buyer’s objections the four (4)-day period for Sellers’ response if Sellers fail to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give provide notice to Buyer within the three such four (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B4)-day period), Buyer shall have until by notice to Sellers, elect whether to purchase the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as particular parcel to Seller’s unwillingness which the Objectionable Exceptions pertain, subject to cause such exceptions to the Objectionable Exceptions that will not be removedremoved by Sellers, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected elects to terminate this Agreement, the Xxxxxxx Money shall be refunded to Buyer, and Sellers and Buyer shall have no further obligations under this Agreement except for Buyer’s Indemnification Obligation. If Seller gives notice pursuant Notwithstanding any other provision of this Section 3(k), Sellers shall remove or cause to clause (A) and fails to remove any such objectionable exceptions from title be removed, at or prior to the Closing DateParcel 1 Closing, any mortgages, trust deeds, and Buyer is unwilling other security instruments recorded against Parcel 1 that secure financing provided to take title subject theretoSellers; and Sellers shall remove or cause to be removed, Buyer shall have at or prior to the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoingParcel 2 Closing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of moneymortgages, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment lienstrust deeds, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions security instruments recorded against Parcel 2 that secure financing provided to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionSellers.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly On or prior to a date (the "Title Approval Date") which is five (5) business days after the Effective Dateexecution of this Agreement, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer Transferee shall advise Seller Transferor what exceptions to title, if any, will be accepted by BuyerTransferee. Seller At such time, Schedule 2, showing the Permitted Exceptions, and Schedule 3, showing the required Endorsements, shall be prepared and initialed by Transferor and Transferee. Transferor shall have three (3) Business Days business days after receipt of Buyer’s Transferee's objections to give to BuyerTransferee: (A) written notice that Seller Transferor will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller Transferor elects not to cause such exceptions to be removed. Seller’s Transferor's failure to give notice to Buyer Transferee within the three (3) Business Day business day period shall be deemed to be Seller’s Transferor's election not to cause such exceptions to be removed. If Seller Transferor gives Buyer Transferee notice or is otherwise deemed to have elected to proceed under clause (B), Buyer Transferee shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, Closing Date to elect to proceed with the transaction or terminate this Agreement. If Buyer Transferee fails to give Seller Transferor notice of its election on or before the expiration of such periodClosing Date and the Closing does not otherwise occur, Buyer Transferee shall be deemed to have elected to terminate this Agreement. If Seller Transferor gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer Transferee is unwilling to take title subject thereto, Buyer Transferor shall be in default and Transferee shall have the right to elect to terminate this Agreement rights and remedies set forth in the Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include entitled "non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor Consummation of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionTransaction."

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver Sellers have furnished to Buyer a Preliminary commitment for issuing title insurance relating to the Property with a date of October 15, 2020 (the “Title Report”), together with copies of documents affecting title that are referenced in the Title Report. Within five (5) days after the Execution Date of this Agreement, Buyer shall notify Sellers in writing of all title exceptions in the Title Report with links to or copies which Buyer objects (the “Objectionable Exceptions”). Within four (4) days after receiving Buyer’s notice of any underlying exceptions or documents referenced therein. No later than six (6) Business Days Objectionable Exceptions, Sellers will notify Buyer whether Sellers will remove, prior to the end of Parcel 1 Closing (if the Due Diligence PeriodObjectionable Exceptions pertain to Parcel 1) or the Parcel 2 Closing (if the Objectionable Exceptions pertain to Parcel 2), the Objectionable Exceptions. (If Sellers fail to provide such notice to Buyer within such four (4)-day period, Sellers shall be deemed to have elected not to remove the Objectionable Exceptions.) If Sellers are unable or unwilling to remove any Objectionable Exceptions, Buyer shall advise Seller what exceptions to titleshall, if any, will be accepted by Buyer. Seller shall have within three (3) Business Days days after receipt receiving Sellers’ response (or within three (3) days after the expiration of Buyer’s objections the four (4)-day period for Sellers’ response if Sellers fail to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give provide notice to Buyer within the three such four (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B4)-day period), Buyer shall have until by notice to Sellers, elect whether to purchase the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as particular parcel to Seller’s unwillingness which the Objectionable Exceptions pertain, subject to cause such exceptions to the Objectionable Exceptions that will not be removedremoved by Sellers, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected elects to terminate this Agreement, the Xxxxxxx Money shall be refunded to Buyer, and Sellers and Buyer shall have no further obligations under this Agreement except for Buyer’s Indemnification Obligation. If Seller gives notice pursuant Notwithstanding any other provision of this Section 3(k), Sellers shall remove or cause to clause (A) and fails to remove any such objectionable exceptions from title be removed, at or prior to the Closing DateParcel 1 Closing, any mortgages, trust deeds, and Buyer is unwilling other security instruments recorded against Parcel 1 that secure financing provided to take title subject theretoSellers; and Sellers shall remove or cause to be removed, Buyer shall have at or prior to the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoingParcel 2 Closing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of moneymortgages, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment lienstrust deeds, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions security instruments recorded against Parcel 2 that secure financing provided to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionSellers.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six four (64) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three two (32) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three two (32) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later earlier of (i) three two (32) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s mechanics’ liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing Closing, and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller or assumed by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.. (i)

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company Closing Attorney deliver to Buyer a Preliminary Title Report or Title Commitment (as applicable in the State in which the Property is located) with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause Purchase and Sale Agreement such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Lender, to the Existing Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior Prior to the end of the Due Diligence PeriodApproval Date, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three ten (310) Business Days business days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three ten (310) Business Day business day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of five (i5) three (3) Business Days days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, removed to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such five (5) day period, Buyer shall be deemed to have elected to proceed with the transaction and to have waived any right terminate this AgreementAgreement under this provision. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding any provision herein to the foregoingcontrary, Buyer Seller shall be deemed remove, at its expense, any exception to have objected to any title that represents a lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens an existing monetary obligation except taxes and judgment liens, assessments that are not yet due and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionpayable.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report commitment of a CLTA 2006 owner’s policy of title insurance in the amount of the Consideration with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior Prior to the end of the Due Diligence PeriodApproval Date, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such three (3) Business Day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly Substantially concurrent with the execution of this Agreement, the Title Company shall prepare and promptly deliver to Buyer title commitments with respect to each Individual Property, together with copies of all recorded instruments specified therein (individually a “Title Commitment” and collectively, the “Title Commitments”). Buyer may at its sole cost and expense order an updated ALTA/NSPS current survey of each Individual Property (individually a “Survey” and collectively, the “New Surveys”). Buyer hereby acknowledges receipt of the Title Commitments and the existing as built surveys (collectively, the “Existing Surveys”) of the Property. Not later than fifteen (15) days after the Effective Date, Buyer shall notify Seller shall request that the and Title Company deliver to Buyer a Preliminary in writing (“Buyer’s Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6Notice”) Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s approval of all matters contained or referenced in the Title Commitments, the Existing Surveys and/or the New Surveys or of any objections Buyer may have to give to Buyer: (A) written notice that Seller will remove such objectionable title exceptions on or before other matters contained in the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removedTitle Commitments, or the Existing Surveys and/or the New Surveys (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement“Disapproved Title Matters”). If Buyer fails to give Seller notice timely deliver Buyer’s Title Notice either approving of its election on the condition of title or before the expiration of such periodidentifying certain Disapproved Title Matters, Buyer shall be deemed to have elected approved of the condition of title to terminate this Agreementthe Real Property as disclosed by the Title Commitments. If Buyer timely delivers Buyer’s Title Notice objecting to certain Disapproved Title Matters, Seller shall have five (5) business days to deliver a written response as to whether Seller will cure and/or remove some or all of the Disapproved Title Matters (“Seller’s Title Response”). If Seller gives notice pursuant to clause (A) and fails to timely deliver Seller’s Title Response, it will be conclusively presumed that Seller elects to cure and/or remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, all Disapproved Title Matters. Buyer shall have the right five (5) business days after delivery of Seller’s Title Response, if Seller delivers a Seller’s Title Response, to elect provide written notice to Seller electing to either (1) accept Seller’s Title Response; or (2) terminate this Agreement and Section 14(areceive a full return of the Deposit (less the Non-Refundable Portion which shall be paid to Seller, unless Buyer’s termination relates to Seller’s unwillingness to cure a Mandatory Cure Item), after which the parties shall have no further obligations to each other (except for those obligations hereunder which survive termination) shall apply(“Buyer’s Title Response”). Notwithstanding the foregoingIf Buyer fails to deliver Buyer’s Title Response, Buyer shall will be deemed to have objected accepted Seller’s Title Response. From and after the date that Buyer delivers Buyer’s Title Notice, upon the issuance of any amendment or supplement to any Title Commitment which adds additional exceptions to the Title Commitment and Buyer’s receipt of any New Survey, the foregoing right of review and approval shall also apply to said amendment, supplement or New Survey, provided, however, that Buyer’s period of review and approval or disapproval of any such additional exceptions (and consequently, Buyer’s waiver of objection or election to terminate, as applicable) shall be limited to the date that is five (5) business days following receipt of notice of such additional exceptions or New Survey and all underlying documents pertaining thereto (provided further that said additional review period shall be inapplicable to any exceptions or matters which are shown on the Existing Survey or otherwise noted by Title Company based upon Title Company’s review of any New Survey received by Buyer prior to Buyer’s delivery of Buyer’s Title Notice). All title and survey matters that are either affirmatively approved by Buyer or deemed approved by Buyer in accordance with this Section 3.3, together with the Assumable Loans, shall be collectively referred to in this Agreement as the “Permitted Exceptions”. Notwithstanding anything to the contrary set forth in this Agreement, Seller agrees, at or prior to Closing, (i) to cause the Title Company to delete from each Title Policy any exception for real estate taxes and assessments due and payable for any period prior to Closing, (ii) except for the Assumable Loans, remove any lien encumbering in a liquidated amount created by the acts or omissions of Seller against all or any part of the Real Property including, without limitation, any mortgage (other than payment of the Defeasance/Prepayment Costs, which shall be paid by Buyer), mechanics’, or similar lien or encumbrance that secures can be satisfied and discharged with the payment of a specified amount of money, such as mechanic(iii) to cause the Title Company to delete from each Title Policy the standard preprinted exceptions that are typically omitted from an owner’s lienstitle policy where the Real Property is located, materialmen’s liens(iv) remove any items filed by Seller after the effective date of a Title Commitment, delinquent tax liens and judgment liensexcept to the extent approved by Buyer in writing, and (v) either (I) convey to Buyer fee simple title that is insurable by the liens of deeds of trust and mortgages Title Company to that certain real property identified as “Except Parcel IV” as shown on the Existing Survey for the Hartshire Property (collectively, “Monetary LiensExcept Parcel IV”), unless Buyer otherwise notifies Seller together with all improvements thereon and all appurtenances, streets, alleys, easements, rights-of-way in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering to all streets or other interests in, on, across, in front of, abutting, or adjoining such real property, (II) provide written confirmation from the property Town of Bargersville that the Town of Bargersville owns fee simple title to Except Parcel IV and reflected in publicly maintains Hartshire East Drive as shown on the tax bills Existing Survey for the Hartshire Property, non-delinquent property taxes or assessments(III) provide other evidence reasonably satisfactory to Buyer confirming that Buyer shall have dedicated access to the Hartshire Property via Hartshire East Drive (items (i) through (v) being collectively referred to herein as the “Mandatory Cure Items”). In no event shall any Mandatory Cure Item be considered a Permitted Exception for the purposes set forth in this Agreement. Except with respect to any amendment or supplement to any Title Commitment which adds additional exceptions to the Title Commitment as set forth above, in no event shall the timeframes for notification and response under this Section 3.3 extend beyond the Due Diligence Period, it being agreed that Buyer shall either be satisfied with the Title Commitments, Existing Surveys and/or New Surveys, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionit will terminate this Agreement.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later earlier of (i) three (3) Business Days days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s mechanics’ liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering Purchase and Sale Agreement 941120.4 the property Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Lender, to the Existing Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly after Seller has provided to Buyer a copy of Seller’s existing title policy. Buyer shall cause the Effective DateTitle Agent, Seller shall request that in its capacity as the agent of the Title Company, to prepare a title commitment issued by the Title Company deliver to covering the Property and including endorsements as Buyer a Preliminary may request for the Title Report Policy (the “Commitment”), together with links to or copies of any underlying exceptions or all documents referenced thereinin the Commitment, agreeing to issue to Buyer, upon recording of the Deed, the Title Policy. No later than six (6) Business Days prior Prior to the end of the Due Diligence PeriodApproval Date, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to cause such exceptions to be removed. Seller’s failure to give notice to Buyer within the three (3) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) three (3) Business Days after receipt of Seller’s actual or deemed notice as to Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such three (3) Business Day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a14(b)(i) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including subject in the case of the lien in favor of the Existing Senior Lender, to the Senior Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (6) Business Days prior Prior to the end of the Due Diligence PeriodApproval Date, Buyer shall advise Seller Transferors what exceptions to title, if any, will not be accepted by Buyer. Seller Transferors shall be obligated to remove any objectionable exception which can be removed with the payment of a liquidated sum of money. Transferors' failure to cure any such monetary objection shall constitute a breach of Transferors' obligations under this Section 4(e) and shall entitle Buyer to the remedies set forth in the Guaranty Agreement. With respect to any objectionable exception which cannot be removed with the payment of a liquidated sum of money, Transferors shall have three fifteen (315) Business Days business days after receipt of Buyer’s 's objections to give to Buyer: (A) written notice that Seller Transferors will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects Transferors elect not to cause such exceptions to be removed. Seller’s Transferors' failure to give notice to Buyer within the three fifteen (315) Business Day business day period shall be deemed to be Seller’s Transferors' election not to cause such exceptions to be removed. If Seller gives Transferors give Buyer notice or is are otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of ten (i10) three (3) Business Days business days after receipt of Seller’s Transferors' actual or deemed notice as to Seller’s Transferors' unwillingness to cause such exceptions to be removedremoved to elect (i) to proceed to close the transaction as set forth in this Agreement, or (ii) to proceed to close the end transaction without purchasing any Property that is subject, as of the Due Diligence PeriodClosing Date, to elect any uncured objectionable non-monetary exception that materially and negatively impairs the Property ("Impaired Property"), in which event the Consideration will be reduced by the Allocated Price of such Impaired Property, or (iii) to proceed with the transaction or terminate this AgreementAgreement pursuant to Section 13(a). If Buyer fails to give Seller Transferors notice of its election on or before the expiration of such ten (10) business day period, Buyer shall be deemed to have elected to proceed to close the transaction without purchasing the Impaired Property and for the appropriately reduced Consideration, and to have waived any right to terminate this AgreementAgreement under this provision. If Seller gives Transferors give notice pursuant to clause (A) and fails fail to remove any such objectionable exceptions from title prior to the Closing Date, and Buyer is unwilling Date despite Transferors good faith efforts to take title subject theretothe contrary, Buyer shall have the right to elect to terminate this Agreement same rights and Section 14(a) shall apply. Notwithstanding the foregoing, Buyer shall be deemed to have objected to any lien encumbering the Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the liens of deeds of trust and mortgages options set forth in (collectively, “Monetary Liens”i), unless Buyer otherwise notifies Seller (ii) and (iii) above in writing. Monetary Liens shall not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause the Property to be delivered free and clear of, Monetary Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exceptionthis Section 4(e).