Common use of Condition of Title Clause in Contracts

Condition of Title. At the Close of Escrow, Seller shall convey to Buyer fee simple title to the Property by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit in the form attached hereto as Exhibit I.

Condition of Title. At Within five (5) calendar days after the Close of EscrowEffective Date, Seller will deliver to Purchaser an ALTA Preliminary Commitment for Title Insurance (hereafter called the “Title Commitment”) issued by the Title Company and a copy of the existing survey of the Real Property. Buyer, at its sole cost and expense, shall convey to Buyer fee simple title be responsible for ordering an update of the survey (the “Survey”). Purchaser shall be responsible for all of the costs and expenses associated with the Survey and Title Commitment. The Title Commitment shall specify all easements, liens, encumbrances, restrictions, conditions or covenants with respect to the Property by the DeedReal Property, subject only and include copies of all documents referred to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed exceptions to title. If any exceptions appear in the Title Commitment Commitment, or any encroachments or other matters appear on the Survey, to which Purchaser objects, Purchaser shall, during the Inspection Period, notify Seller in writing of its objections to title and survey (an “Objection Notice”). Purchaser shall not be required to object to, and Seller shall be obligated to discharge and/or terminate at Closing or make arrangements reasonably satisfactory to Purchaser to have such discharged or terminated following Closing in accordance with customary practice, any mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed by Seller (collectively, “Voluntary Encumbrances”) and such Voluntary Encumbrances shall not be included as Permitted Exceptions. Except for Voluntary Encumbrances, Seller may, but shall not be obligated to, undertake to eliminate or cure any title or survey objections of Purchaser contained in the Objection Notice (collectively “Defects of Title”) to the reasonable satisfaction of Purchaser. At Purchaser’s sole option and discretion, a removal or cure may be effected by issuance of title insurance eliminating or insuring against the specified Defects of Title. If Seller fails to cure or eliminate any Defects of Title, within ten (10) days after receipt of the Objection Notice, or gives notice within such ten (10) day period that Seller declines to cure or eliminate such Defects of Title, Purchaser shall have the option exercisable within five (5) days after the end of such ten (10) day period or after receipt of such notice from Seller, as applicable, to either (i) terminate this Agreement or (ii) waive its objection to such Defects of Title (and if Purchaser thereafter so desires may cure them at Purchaser’s cost and expense, without any adjustment to the Purchase Price). In the event Seller does not receive Purchaser’s written notice to terminate the Agreement or Purchaser’s waiver of such Defects of Title within such five (5) day period, then Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser exercises its right to terminate the Agreement, Escrow Agent shall promptly repay the Deposit plus any accrued interest to Purchaser, and the parties shall thereafter have no further rights or obligations pursuant to this Agreement, except those that expressly survive termination hereunder. All matters relating to the state of title and matters shown on the Survey with respect to the Real Property existing as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from or the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and BuyerSurvey, as the case may be, which Purchaser did not include in the Objection Notice or which are subsequently waived or deemed waived by Purchaser, together with (a) zoning, building and other governmental and quasi-governmental laws, codes and regulations, (b) a certificate liens for such taxes and special assessments as will not be, as of good standing the Closing Date, due and payable, (c) rights of Seller. In additiontenants under the Leases, Seller will deliver and those claiming by, through and under said tenants and (d) acts of Purchaser, and those claiming by, through and under Purchaser and are collectively referred to herein as the Title Company at Closing an owner’s title affidavit in the form attached hereto as Exhibit I.“Permitted Exceptions.”

Condition of Title. At If not previously delivered prior to execution of this PSA, within five (5) days after the Effective Date, Seller shall cause Escrow Holder, as agent for Chicago Title Insurance Company (“Title Company”) to issue its preliminary report of title or title commitment for the Land and the easements appurtenant thereto (the “Preliminary Report”) together with legible copies of all exceptions and other documents referred to therein, and legible copies of all off-record matters referred to therein (e.g., by recorded memoranda, notice or the like) or of which Seller otherwise has knowledge and which affect title to the Land or the easements appurtenant thereto (e.g., unrecorded easements, leases, licenses, occupancy agreements and the like), which have not been provided in the Sharefile or pursuant to Section 6.2 above. Seller shall convey title to the Land and Improvements and the easements appurtenant thereto to Buyer free and clear of all monetary liens and encumbrances (except a lien for current real property taxes and assessments collected with such taxes), and subject only to non-monetary encumbrances, contracts, agreements, rights, easements, rights-of-way, mineral leases, rights and reservations, the Required Assumption Contracts, and other exceptions set forth in the Preliminary Report that have been specifically approved by Xxxxx in writing (the “Permitted Exceptions”). Upon receipt of the Preliminary Report and copies of all of documents referred to above, Xxxxx shall have thirty (30) days from the later to occur of such receipt or the Effective Date to notify Seller in writing of any exceptions to title disclosed thereby that Buyer, in its sole and absolute discretion, disapproves (the “Objectionable Exceptions”). Seller shall have an affirmative obligation to remove all monetary liens and encumbrances, including without limitation tax liens for delinquent taxes and assessments (but not liens for current taxes and assessments), mechanic’s liens, judgments, deeds of trust, and financing statements (“Monetary Exceptions”), and any right, interest or claim that may exist, arise or be asserted against the Title under or pursuant to the Perishable Agricultural Commodities Act of 1930, as amended, 7 USC 499a et seq., the Packers and Stockyard Act of 1921, as amended, 7 USC 181 et seq., or any similar state laws (collectively, “PACA Liens”), whether or not listed in the Buyer’s notice of Objectionable Exceptions; provided, however, if the Title Insurer will not agree to remove any PACA liens, Seller hereby agrees to indemnify Buyer for any losses experienced by Buyer, including any costs to remove or satisfy any claims of PACA Liens which have attached to the Property, and all Buyer’s reasonable legal fees with respect thereto (the “PACA Indemnification”), which PACA Indemnification shall survive the Closing for a period of four years following the Closing. If Buyer notifies Seller of one or more Objectionable Exceptions, Seller shall have five (5) business days after receipt of such written notice to (i) remove or agree to remove the Objectionable Exception(s) prior to the Close of Escrow, Seller shall convey and proceed to Buyer fee simple title to close the Property by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquentsale; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against refuse to remove the Objectionable Exception(s) (but not any Monetary Exceptions), in which case, prior to the end of the Due Diligence Period Buyer may elect to waive its objection and proceed to close the sale, or withdraw its offer to purchase the Property and receive a refund of the Deposit, whereupon neither Party shall have any further obligation to sell or purchase the Property. Buyer may at its cost and expense, undertake a boundary or full ALTA survey of the Land (the “Survey”). In the event that Buyer elects to have the Land or any portion of it surveyed, Buyer shall have until five (5) days prior to the expiration of the Due Diligence Period, to raise additional Objectionable Exceptions disclosed by Seller after the date of this Agreement without Buyer’s prior written consent and that will Survey but not otherwise be satisfied on or before described in the Preliminary Report (an “Arising Exception”). If thereafter, but prior to the Close of Escrow, the Survey is materially changed, revised or amended, or any amended Preliminary Report is issued as a result thereof, Buyer shall have an additional five (iii5) so called “standard” exceptions set forth days within which to raise additional Objectionable Exceptions arising from such change, revision or amendment. In the event Buyer gives timely notice of an Arising Exception, then the evaluation and elections concerning such Arising Exception shall be conducted in the Title Commitment that can be removed from the Buyer’s same manner and time periods as Objectionable Exceptions as specified in this Section 6.4 above. Seller will convey marketable title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnityto all Crops, Tangible Personal Property, Intangible Personal Property, Oil, Gas and Mineral Rights, Water Rights, and Environmental Attributes to Buyer at the Close of Escrow, free of all liens and encumbrances (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit in the form attached hereto as Exhibit I.Permitted Exceptions).

Condition of Title. At the Close of Escrow, Seller shall convey have the Escrow Agent prepare and deliver to Buyer fee simple a preliminary title report (the "Title Report") with respect to the Property (with legible copies of all documents referenced therein as exceptions to title) on or prior to five (5) days following the Effective Date. The Title Report shall specify which exceptions apply to the Phase I Lots and which apply to the Option Lots. Within fifteen (15) days of Buyer's receipt of the Title Report, Buyer shall notify Seller in writing which exceptions contained in the Title Report, if any, Buyer disapproves; all other exceptions in the Title Report shall be referred to as "Permitted Exceptions." Seller shall have ten (10) days after receipt of such notice to advise Buyer in writing of any disapproved exceptions which will not be removed by Seller from record title to the Property Phase I Lots and those Option Lots selected by the DeedBuyer, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closingeach of the Phase I Close of Escrow and the Option Lots Close of Escrow (collectively, provided that the "Close of Escrow"); provided, if Seller does not respond in such ten (10) day period, Seller shall not be obligated remove all such disapproved exceptions from record title to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject the Phase I Lots and the Option Lots at or prior to a cap) in excess each Close of 1% of the Purchase Price placed on the Property after the date hereofEscrow for each. If Seller elects not gives Buyer notice prior to expiration of such ten (10) day period of disapproved exceptions that Seller is unable or unwilling to remove any such monetary lien in excess of 1% of from record title to the Purchase PricePhase I Lots or the Option Lots, Buyer may elect to terminate this Agreement by giving Seller at any time prior to the Phase I Close of Escrow; or, alternatively, Buyer may elect to waive its objections to such disapproved exceptions and to classify the exceptions contained in Seller's notice as Permitted Exceptions. Following Seller's receipt of Buyer's written notice approving the Feasibility Matters (as defined below in Section 7.1), Seller shall not, without Buyer's prior written consent, permit any new exceptions to title to be placed on the Phase I lots. At any time prior to the expiration of its election the Option, Seller agrees not to do so. If Buyer exercises permit or to cause exceptions to title to Seller's Property, except for such termination rightlots within Seller's Property which Seller reasonably disapproves as Option Lots or which are sold by Seller pursuant to Section 13 hereof, to occur with respect to each group of Option Lots which pose a material risk to Seller's ability to convey good title to the Deposit (and all interest thereon) shall be returned Property to Buyer and neither party shall have any further rights or obligations under Seller in accordance with the terms of this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit in the form attached hereto as Exhibit I..

Condition of Title. At If, at the Close Closing Date, title to any Property shall not be in the condition prescribed by Section 4, the Sellers shall be entitled to (a) adjourn the Closing pursuant to Section 5.1 for the purpose of Escrowcausing title to be conveyed in the condition required by the provisions of this Agreement (including curing Purchaser’s title objections to the extent required to do so under this Section 14) or (b) terminate this Agreement as to the affected Hotel by notice to Purchaser delivered at or prior to the Closing Date, in which event the Partial Termination Procedure shall occur with respect to the affected Hotel. If the Sellers shall adjourn the Closing pursuant to subdivision (a) above and at the end of such extension period any Seller shall convey be unable to Buyer fee simple cause title to any Property to be in the condition prescribed by Section 4, either party may terminate this Agreement as to the affected Hotel by notice to the other party delivered at or prior to the Closing Date as so extended, in which event the Partial Termination Procedure shall occur with respect to the affected Hotel. Purchaser shall have the right to object by delivery of written notice to the Sellers, on or prior to the date that is five (5) Business Days after receipt of any update to the title reports previously delivered to Purchaser (and after receipt of an updated survey for the applicable Property), to any lien or encumbrance that is not a Permitted Exception and is shown on such or update. If Purchaser shall fail to give such notice as to any lien or encumbrance within said five (5) Business Day period, then each such lien or encumbrance shall be deemed to be a Permitted Encumbrance. Any lien or encumbrance to which Purchaser timely objects or any Monetary Lien shall not be a Permitted Exception unless and until such lien or encumbrance or Monetary Lien is cured and/or the Title Company agrees to affirmatively insure over such lien or encumbrance as hereinafter provided or such lien or encumbrance is waived by Purchaser. The Sellers shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money or effort to remove from title to the Properties any defect, encumbrance or objection to title whether or not the remedying of the defect, encumbrance or objection to title is within the Sellers’ control; provided, however that each Seller shall be responsible to discharge or cause the Title Company affirmatively to insure over any liens or encumbrances on such Sellers’ Property which do not constitute Permitted Exceptions, which can be discharged solely by the Deed, subject only to the following matters payment of a liquidated sum of money and which liens or encumbrances arise on account of obligations undertaken or actions performed by such Seller (“Approved Title ConditionsMonetary Liens”): (a) a lien for real property taxes ); provided, that the Sellers shall not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed be required to expend more than $3,000,000 in the Title Commitment and/or aggregate to cure any such Monetary Liens (other than mortgages and deeds of trust which the Survey as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller Sellers shall be obligated to satisfy Seller’s Required Removal Items discharge at or prior to Closing, provided that Seller shall not be obligated to remove Closing in full). The Sellers may use any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% part of the Purchase Price placed on to discharge the Property after same, provided that the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) Sellers shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to Purchaser or the Title Company at the Closing an ownerinstruments in recordable form sufficient for the Title Company to discharge such Monetary Liens. Except for any Seller’s failure to discharge or cause the Title Company affirmatively to insure over such Monetary Liens as aforesaid, the Sellers shall not be deemed in default of this Agreement, and Purchaser shall not be entitled to damages of any kind by reason of the failure of any Seller, for any reason whatsoever, to convey title affidavit to the Properties in accordance with the form attached hereto as Exhibit I.provisions of this Agreement, nor shall Purchaser in such circumstances be entitled to specific performance of this Agreement.

Condition of Title. At Within five (5) calendar days after the Close Effective Date, Purchaser will obtain an ALTA Preliminary Commitment for Title Insurance (hereafter called the “Title Commitment”) issued by the Title Company and Seller will deliver a copy of Escrowthe existing survey of the Real Property. Buyer, Seller at its sole cost and expense, shall convey to Buyer fee simple title be responsible for ordering an update of the survey (the “Survey”). Purchaser shall be responsible for all of the costs and expenses associated with the Survey and Title Commitment. The Title Commitment shall specify all easements, liens, encumbrances, restrictions, conditions or covenants with respect to the Property by the DeedReal Property, subject only and include copies of all documents referred to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed exceptions to title. If any exceptions appear in the Title Commitment Commitment, or any encroachments or other matters appear on the Survey, to which Purchaser objects, Purchaser shall, during the Inspection Period, notify Seller in writing of its objections to title and survey (an “Objection Notice”). Purchaser shall not be required to object to, and Seller shall be obligated to discharge and/or terminate at Closing or make arrangements reasonably satisfactory to Purchaser to have such discharged or terminated following Closing in accordance with customary practice, any mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed by Seller (collectively, “Voluntary Encumbrances”) and such Voluntary Encumbrances shall not be included as Permitted Exceptions. Except for Voluntary Encumbrances, Seller may, but shall not be obligated to, undertake to eliminate or cure any title or survey objections of Purchaser contained in the Objection Notice (collectively “Defects of Title”) to the reasonable satisfaction of Purchaser. At Purchaser’s sole option and discretion, a removal or cure may be effected by issuance of title insurance eliminating or insuring against the specified Defects of Title. If Seller fails to cure or eliminate any Defects of Title, within ten (10) days after receipt of the Objection Notice, or gives notice within such ten (10) day period that Seller declines to cure or eliminate such Defects of Title, Purchaser shall have the option exercisable within five (5) days after the end of such ten (10) day period or after receipt of such notice from Seller, as applicable, to either (i) terminate this Agreement or (ii) waive its objection to such Defects of Title (and if Purchaser thereafter so desires may cure them at Purchaser’s cost and expense, without any adjustment to the Purchase Price). In the event Seller does not receive Purchaser’s written notice to terminate the Agreement or Purchaser’s waiver of such Defects of Title within such five (5) day period, then Purchaser shall be deemed to have elected to terminate this Agreement. If Purchaser exercises its right to terminate the Agreement, Escrow Agent shall promptly repay the Deposit plus any accrued interest to Purchaser, and the parties shall thereafter have no further rights or obligations pursuant to this Agreement, except those that expressly survive termination hereunder. All matters relating to the state of title and matters shown on the Survey with respect to the Real Property existing as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from or the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and BuyerSurvey, as the case may be, which Purchaser did not include in the Objection Notice or which are subsequently waived or deemed waived by Purchaser, together with (a) zoning, building and other governmental and quasi-governmental laws, codes and regulations, (b) a certificate liens for such taxes and special assessments as will not be, as of good standing the Closing Date, due and payable, (c) rights of Seller. In additiontenants under the Leases, Seller will deliver and those claiming by, through and under said tenants and (d) acts of Purchaser, and those claiming by, through and under Purchaser and are collectively referred to herein as the Title Company at Closing an owner’s title affidavit in the form attached hereto as Exhibit I.“Permitted Exceptions.”

Condition of Title. At the Close of EscrowIf Tenant gives an Acceptance Notice, Seller shall convey to Buyer fee simple title to the Property real property interests being offered in the Purchase Offer Notice Premises shall be conveyed from Landlord to Tenant by grant deed (the “Deed”), subject only in a form reasonably satisfactory to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below)parties, all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, a lien to secure payment of real estate taxes and assessments not yet due and payable; (ii) this Lease; and (iii) any exceptions, reservations, easements or encumbrances that of record which are approved by Tenant in accordance with the Purchase Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Landlord have been voluntarily placed against any obligation to remove any title exceptions disapproved by Tenant other than “Mandatory Cure Items”, defined herein as (a) liens or encumbrances affecting the Property interests being offered in the Purchase Offer Notice which secure an obligation to pay money (including any financing obtained by Seller Landlord, any taxes or assessments due prior to the closing of the sale and any mechanic’s or judgment liens); and (b) any exceptions to title and survey created by Landlord on or after the date of this the Purchase Agreement without Buyer’s the prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”)Tenant. Seller Landlord shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3title exceptions that are Mandatory Cure Items. In the event Tenant disapproves, which shall and Landlord does not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination rightremove, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company matters other than those described in clauses (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In additionthe preceding sentence, Seller will deliver Tenant shall either (x) waive its disapproval and accept title to the Title Company at Closing an owner’s title affidavit in Project subject to the form attached hereto as Exhibit I.disapproved items without any adjustment to the purchase price, or (y) terminate the Purchase Agreement and receive a return of the Initial Deposit.

Condition of Title. At the Close of Escrow, Seller shall convey to Buyer fee simple title to the Property by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease Leases as tenants only; (c) the encumbrances and matters listed on Schedule 5.3 attached hereto and the matters shown on that certain survey of the Property prepared by CDS — Commercial Due Diligence Services (the “Surveyor”) dated April 11, 2019 (the “Survey”); (d) except for Seller’s Required Removal Items (as defined below), all matters disclosed in of record and any items and matters first revealed by any update or supplement to the Title Commitment PTR and/or any update or supplement to the Survey as of obtained by Buyer following the date Effective Date of this AgreementAgreement to which Buyer does not object or waive in accordance with Section 7.6; and (de) matters affecting the condition of title to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: , (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, liens (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement the PTR without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, or (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy PTR by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto indemnity (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereofhereof without Seller’s express consent. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining Buyer acknowledges that Seller did not participate in arranging for, commenting on or supervising the Buyer’s title policy, Buyer and Seller, as applicableSurvey, and to Seller has no responsibility for the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority accuracy of the respective signatories of Seller and Buyer to bind Seller and Buyer, as Survey or the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit in the form attached hereto as Exhibit I.information contained therein.

Condition of Title. At the Close of Escrow, Seller shall convey to Buyer fee simple title Title to the Real Estate shall be good and marketable, free and clear of all liens, encumbrances, encroachments, covenants, conditions, restrictions, leases, licenses, security interests, easements, rights of way and other title objections, except those leases, tenancies, licenses and other rights of occupancy and use for all or any portion of the Property (the "Leases") set forth in Exhibit "C" hereto, and those other title objections described in Exhibit "D" hereto (collectively the "Permitted Conditions of Title"); and title shall be insurable as such under an ALTA Form B owner's policy of title insurance (as most recently revised) issued at regular rates (with no additional charge for the endorsements hereinafter described) by any reputable title insurance company, in the Deedamount of at least Twenty-Four Million Nine Hundred Sixty Thousand Dollars ($24,960,000) ("Title Policy"), subject only which Title Policy shall include, without limitation, the endorsements commonly known as a "separate tax lot" endorsement, an "access" endorsement, a "survey" endorsement, a "contiguity" endorsement, a "tax parcel" endorsement, an endorsement insuring that the covenants, conditions and restrictions which constitute part of the Permitted Conditions of Title have not been violated and that any future violation thereof will not cause a forfeiture or reversion of title, ALTA endorsement 3.1, commonly known as a "zoning" endorsement, ALTA endorsement 9, commonly known as a "comprehensive" endorsement and additional endorsements as may be reasonably required by Buyer or the Lender. Title to the Personalty shall be good and marketable and free and clear of all liens, security interests and other encumbrances, other than the Permitted Conditions of Title. Buyer shall order a commitment for title insurance ("Title Commitment") promptly following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting . Buyer shall deliver a copy of the condition Title Commitment, together with a list of title all objections to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Propertytitle, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date Permitted Conditions of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3Title, which shall not be subject Buyer deems unacceptable, to a cap) in excess Seller by February 8, 1999. In the event Buyer is dissatisfied, for any reason, with the status of 1% title (including, without limitation, the Permitted Conditions of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase PriceTitle), then Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority a failure of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit condition described in the form attached hereto as Exhibit I.Section 8.1 hereof.

Condition of Title. At Landlord agrees that if Tenant exercises the Close Purchase Option, Landlord will convey title to the Property to Tenant subject only to: (i) matters disclosed in that certain leasehold title policy in favor of EscrowTenant delivered by Landlord prior to the execution of this Lease (except for any title exceptions relating to any financing of Landlord or any other party, Seller or any taxes not due or payable as of the date of such leasehold title policy but which have become due or payable prior to the Closing Date (as hereinafter defined), all of which shall convey be removed by Landlord at or prior to Buyer the Closing Date), (ii) title exceptions resulting from acts or omissions of Tenant and/or any Tenant Party, (iii) such other exceptions to title as Tenant shall have approved in writing including, but not limited to, exceptions expressly permitted under Section 2.10 of this Lease, and (iv) such other exceptions to title as expressly permitted under Section 2.10 of this Lease which do not require Tenant’s approval (collectively, the “Permitted Exceptions”). If any exceptions to title to the Property shall exist on the Closing Date that are not Permitted Exceptions, but which did not result from the acts or omissions of Landlord (or any Landlord Party), then Landlord shall not be in default hereunder, but Tenant shall have the right to cancel and terminate its exercise of the Purchase Option by notice thereof to Landlord, in which event this Lease shall continue in full force and effect. On the Closing Date, Landlord shall cause the Title Company (as hereinafter defined) to issue an ALTA standard coverage owner’s policy of title insurance (the “Owner’s Title Policy”), with extended coverage over the general exceptions, insuring that Tenant owns good and marketable fee simple title to the Property by the DeedPremises, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below)Permitted Exceptions, all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting the condition of title an amount equal to the Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice . The cost of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) Owner’s Title Policy shall be returned to Buyer apportioned between Landlord and neither party shall have any further rights or obligations under this Agreement, except Tenant as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit provided in the form attached hereto as Exhibit I.Section 43.06 below.

Condition of Title. At the Close of Escrow, Seller shall convey to Buyer fee simple Tenant's obligations under this Lease are contingent upon title to the Property by the Deed, subject only to the following matters Premises (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed in the Title Commitment and/or the Survey on and as of the date of this Agreement; (dLandlord obtains title) matters affecting the condition of title not being subject to the Property created by any "material" liens, claims or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and encumbrances, other than current taxes which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6not due and payable and item Nos. The Approved Title Conditions shall not include1, 5, 6 and in no event shall Buyer be deemed to have agreed to accept title subject to: 10 (ia-f, h, i and m) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without Buyer’s prior written consent and that will not otherwise be satisfied on or before the Close of Escrow, (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all B of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller shall be obligated to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit in the form commitment attached hereto as Exhibit I.F, such state of title to be evidenced by the issuance to Tenant by First American Title Insurance Company of an ALTA standard form leasehold policy of title insurance or a binding commitment to issue same to Tenant within fifteen (15) days after the date Landlord obtains title to the Premises. If Tenant is unable to obtain such a policy or binding commitment, Tenant may terminate this Lease by written notice to Landlord within fifteen (15) days after expiration of such initial fifteen (15) day period. If Tenant elects to terminate this Lease pursuant to this Section 3.lO(b), such termination shall be effective upon Landlord's receipt of Tenant's termination notice. For purposes of the Section 3.lO(b) a "material" lien, claim or encumbrance shall mean a lien, claim or encumbrance that could materially, adversely affect or increase the cost of Tenant's right to possession of or intended use and enjoyment of the Premises. In addition to the foregoing, Landlord covenants and agrees to deliver to First American Title Insurance Company such owner's affidavits/ALTA statements necessary to remove the so-called "standard exceptions" from Tenant's title policy. Tenant acknowledges that all costs of the title policy for Tenant, including endorsements, shall be paid by Tenant.

Condition of Title. At the Close of Escrow, Seller shall convey to Buyer fee simple title to the Property by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed in the Title Commitment and/or the Survey as of the date of this Agreement; (d) matters affecting the condition of title commitments with regard to the Real Property created by or with the written consent of Buyer; and (e) any title matters that arise after the Effective Date and which are approved by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: (i) monetary liens or security interests against Seller and/or the Property, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of this Agreement without issued, at Buyer’s prior written consent expense, by the national office of Commonwealth Land Title Insurance Company, Attention: Xxxxx Xxxxx (“CLTIC”) through Escrow Agent and that will not otherwise be satisfied CB Title Group, LLC on or before the Close of Escrow, an equal basis (iii) so called “standard” exceptions set forth in the Title Commitment that can be removed from the Buyer’s title policy by Seller’s delivery of a customary owner’s title affidavit or gap indemnity, CLTIC and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing Escrow Agent are sometimes hereinafter collectively referred to as the “Seller’s Required Removal ItemsTitle Company”). Prior to the Effective Date, Buyer has reviewed and accepted all title commitments, subject to Seller shall be obligated performing the undertakings Seller has expressly agreed to satisfy perform in Seller’s Required Removal Items at Title Objection Responses and related correspondence. Title to the Property will be good and marketable and free and clear of all liens and encumbrances, excepting only matters appearing on Schedule B-II of the title commitments or pro forma title insurance policies listed on Schedule 4 attached hereto and excepting the rights of parties in possession under and subject to the terms of the Leases, subject to subsection 4(b) below. Between the time period commencing on the Effective Date and ending on the earlier of Settlement or termination of this Agreement, Seller agrees that it will take no voluntary action to convey any interest in the Property to anyone other than Buyer or to otherwise encumber the Property except as provided herein without the prior written consent of Buyer which, with respect to Closingeasements or similar encumbrances in the ordinary course of business, provided that Seller shall not be unreasonably withheld, conditioned or delayed. At the time of Settlement, Seller will cause the Property to be released or otherwise discharged from any lien, including without limitation (i) all existing indebtedness secured by any Property, (ii) any liens on the Property for unpaid taxes or judgments against Seller, and (iii) any mechanics’ or similar liens for work performed by Seller (“Seller Liens”). Notwithstanding the foregoing, in no event shall Seller be obligated by the previous sentence to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) cause in excess of 1% $[***] in the aggregate of recorded judgments under subsection (ii) above to be removed from the Purchase Price placed Property (the “Maximum Judgment Amount”). In the event that there are recorded judgments on the Property after in excess of the date hereof. If Maximum Judgment Amount and Seller elects not to remove any cure such monetary lien in excess of 1% of the Purchase Pricejudgments, Buyer may elect to either (a) terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination rightSeller, in which case the Deposit (and all interest thereon) shall be returned to Buyer and neither party the parties shall have any no further rights or obligations under this Agreementhereunder, except as for those which expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policysurvive such termination, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and or (b) a certificate of good standing of Seller. In addition, Seller will deliver waive such right to terminate by proceeding with the transaction pursuant to the Title Company at Closing an owner’s title affidavit remaining terms and conditions of this Agreement without a reduction in the form attached hereto as Exhibit I.Purchase Price.

Condition of Title. At Prior to the Close Closing Date, Buyer shall be provided with the Title Commitment from the Title Company in the form required by the Commitment, together with copies of Escrowall exceptions and requirements listed therein. Within ten (10) business days after the receipt by Buyer of both the Title Commitment and the other items to be delivered by Seller pursuant to the terms of Paragraph 7 of this Agreement or five (5) days after the parties' execution of this Agreement, whichever is later, Buyer shall give Seller shall convey written notice of (a) Buyer's objections, if any, as to Buyer fee simple the status of title with respect to the Property by the Deed, subject only to the following matters (“Approved Title Conditions”): (a) a lien for real property taxes not then delinquent; (b) the rights of tenants under the Lease as tenants only; (c) except for Seller’s Required Removal Items (as defined below), all matters disclosed reflected in the Title Commitment and/or the Survey as of the date of this Agreement; and (db) matters affecting the condition of title what remedial actions, if any, must be taken by Seller in order to the Property created by or with the written consent eliminate such objections of Buyer; and . Within ten (e10) any title matters that arise days after the Effective Date and which are approved receipt by Buyer or deemed approved by Buyer pursuant to Section 7.6. The Approved Title Conditions Seller of Buyer's notice, Seller shall not include, and in no event shall Buyer be deemed to have agreed to accept title subject to: either (i) monetary liens take (or security interests against Seller and/or cause others to take) such remedial actions to eliminate Buyer's objections to title prior to the PropertyClosing Date, including, without limitation, mechanics’ or contractors’ liens, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the date of terminate this Agreement without by written notice to Buyer’s prior , in which event Seller and Buyer shall have only those liabilities and obligations to each other which are specified in the Commitment. Except for the Schedule B-I requirements, the "standard" Schedule B-II exceptions and the "gap" exception in Schedule B-II of the Commitment, which shall be deleted by the Title Company at closing, and subject to issuance by the Title Company of all endorsements requested by the Buyer, pursuant to Buyer's written consent and that will not otherwise be satisfied on or before the Close of Escrowinstructions pursuant to Paragraph 8.B. below, (iii) so called “standard” exceptions set forth all matters reflected in the Title Commitment that can be removed from with respect to which Buyer does not give Seller notice in accordance with the Buyer’s title policy by Seller’s delivery provisions of a customary owner’s title affidavit or gap indemnity, and (iv) those exceptions set forth on Schedule 5.3 hereto (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). Seller this Paragraph shall be obligated deemed to satisfy Seller’s Required Removal Items at or prior to Closing, provided that Seller shall not be obligated to remove any monetary lien (excluding matters set forth on Schedule 5.3, which shall not be subject to a cap) in excess of 1% of the Purchase Price placed on the Property after the date hereof. If Seller elects not to remove any such monetary lien in excess of 1% of the Purchase Price, Buyer may elect to terminate this Agreement by giving Seller written notice of its election to do so. If Buyer exercises such termination right, the Deposit (and all interest thereon) shall be returned to Buyer and neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein to the contrary. In connection with obtaining the Buyer’s title policy, Buyer and Seller, as applicable, and to the extent requested by the Title Company, will deliver the Title Company (a) evidence sufficient to establish (i) the legal existence of Buyer and Seller and (ii) the authority of the respective signatories of Seller and Buyer to bind Seller and Buyer, as the case may be, and (b) a certificate of good standing of Seller. In addition, Seller will deliver to the Title Company at Closing an owner’s title affidavit in the form attached hereto as Exhibit I."Permitted Exceptions."