Common use of Preliminary Commitment Clause in Contracts

Preliminary Commitment. Within ten (10) days after mutual execution and delivery of this Agreement, Seller shall provide Buyer with a preliminary commitment to issue an ALTA Extended Owner’s Policy of title insurance insuring Buyer’s interest in the Real Property (the “Preliminary Commitment”), together with complete and legible copies of all exceptions and encumbrances noted thereon. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and ▇▇▇▇▇▇ County, Washington (“Title Company”). The Preliminary Commitment may be to issue an ALTA Standard Owner’s Policy of title insurance as to those portions of the Real Property for which Title Company will not issue an ALTA Extended Owner’s Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “Title and Survey Review Period”), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, “Exceptions”) to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written notice to Seller regarding its objection to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Buyer. If Buyer does not receive complete and legible copies of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery of this Agreement, then Seller shall cooperate with Buyer and assist Buyer in obtaining such copies from the Title Company as soon as possible. If Buyer timely objects to any Exceptions, then Seller shall advise Buyer in writing within ten (10) days after receipt of Buyer’s written objections: (a) which Exceptions Seller will remove at Closing, (b) which Exceptions the Title Company has agreed to remove from the title policy to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title Company. If Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall be deemed to have given notice Buyer that such Exception will not be removed by Seller or Title Company prior to Closing Within twenty (20) days after Seller’s receipt of Buyer’s written objections, if Seller has not agreed to remove all Exceptions to which Buyer objects, Buyer shall notify Seller in writing of Buyer’s election to either: (a) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, or (b) waive its objections to the Exceptions that Seller will not remove or cause Title Company to insure around, in which event such Exceptions shall be deemed accepted by Buyer. If Buyer does not terminate this Agreement in writing within the twenty (20) day period, then Buyer shall be deemed to have waived its objections to the Exceptions that Seller will not remove or cause Title Company to insure around. Notwithstanding the foregoing, Seller shall cause, at Seller’s sole expense, all mortgages, deeds of trust, and other monetary liens except non-delinquent assessment liens (e.g., liens for local improvement district assessments), including liens for delinquent taxes, mechanics, materialman’s or service provider liens, and judgment liens, to be fully satisfied, released, and discharged of record on or prior to the Closing Date without necessity of Buyer’s objection. All such mortgages, deeds of trust and other monetary liens shall automatically be deemed unacceptable to Buyer (without any need for Buyer to object to them expressly) and shall be removed by Seller as provided above.

Preliminary Commitment. Within ten (10) days after mutual execution and delivery of this Agreement, Seller Buyer shall provide Buyer with order at its expense a preliminary commitment to issue for an ALTA Extended Ownerowner’s Policy standard coverage policy of title insurance insuring (or, at Buyer’s interest election, an owner’s extended coverage policy of title insurance) in the Real Property amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (the “Preliminary Commitment”). Buyer shall advise Seller by written notice what exceptions to title, together with complete if any, are disapproved by ▇▇▇▇▇ (“Disapproved Exceptions”) within twenty one (21) business days of receipt of the Preliminary Commitment or within twenty one (21) business days of the Effective Date, whichever is later, and legible copies of all exceptions and to title shown in the Preliminary Commitment. All monetary encumbrances noted thereonother than nondelinquent ad valorem property taxes will be deemed to be disapproved. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and ▇▇▇▇▇▇ County, Washington (“Title Company”). The Preliminary Commitment may be to issue an ALTA Standard Owner’s Policy of title insurance as to those portions of the Real Property for which Title Company Seller will not issue an ALTA Extended Owner’s Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “Title and Survey Review Period”), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, “Exceptions”) to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written ▇▇▇▇▇’s notice to give Buyer notice that (i) Seller regarding its objection will remove Disapproved Exceptions or (ii) Seller elects not to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the ▇remove Disapproved Exceptions. If ▇▇▇▇▇▇ Money shall be returned fails to Buyer. If give Buyer does not receive complete and legible copies notice before the expiration of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery of this Agreementday period, then Seller shall cooperate with Buyer and assist Buyer in obtaining such copies from the Title Company as soon as possible. If Buyer timely objects to any Exceptions, then Seller shall advise Buyer in writing within ten (10) days after receipt of Buyer’s written objections: (a) which Exceptions Seller will remove at Closing, (b) which Exceptions the Title Company has agreed to remove from the title policy to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title Company. If Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall be deemed to have given notice Buyer that such Exception will elected not be removed by Seller or Title Company prior to Closing Within twenty (20) days after Seller’s receipt of Buyer’s written objections, if Seller has not agreed to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title on or before the Closing Date all Exceptions monetary encumbrances other than those approved by Buyer. If Seller elects not to which Buyer objectsremove any nonmonetary Disapproved Exceptions, Buyer shall will have until the expiration of the Feasibility Study Period (as defined in Section 6.2 of this Agreement) to notify Seller in writing of Buyer’s election either to either: (a) proceed with the purchase and take the Property subject to those exceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary exceptions to be removed but fails to remove any of them from title on or before the Closing Date, in which event Buyer will have the ▇▇▇▇▇▇▇ Money shall right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase, with an abatement of the Purchase price equal to the actual cost of removing from title those exceptions not approved by Buyer, and to take the Property subject to those exceptions. If Buyer elects to terminate this Agreement under this Section 5.2, the escrow will be terminated, the Deposit must be returned immediately to Buyer, all documents and other funds will be returned to Buyerthe party who deposited them, and neither party will have any further rights or (b) waive its objections to the Exceptions that Seller will not remove or cause Title Company to insure around, obligations under this Agreement except as otherwise provided in which event such Exceptions shall be deemed accepted by Buyerthis Agreement. If Buyer does not terminate this Agreement in writing within the twenty (20) day periodis terminated through no fault of Seller, then Seller and shall only be responsible for payment of costs of terminating the escrow and Buyer shall be deemed to have waived its objections to responsible for any costs of cancellation fee for the Exceptions that Seller will not remove or cause Title Company to insure around. Notwithstanding the foregoing, Seller shall cause, at Seller’s sole expense, all mortgages, deeds of trust, and other monetary liens except non-delinquent assessment liens (e.g., liens for local improvement district assessments), including liens for delinquent taxes, mechanics, materialman’s or service provider liens, and judgment liens, to be fully satisfied, released, and discharged of record on or prior to the Closing Date without necessity of Buyer’s objection. All such mortgages, deeds of trust and other monetary liens shall automatically be deemed unacceptable to Buyer (without any need for Buyer to object to them expressly) and shall be removed by Seller as provided abovePreliminary Commitment.

Preliminary Commitment. Within ten (10) days after mutual execution and delivery of this Agreement, Seller shall provide Buyer with a preliminary commitment to issue an ALTA Extended Owner’s 's Policy of title insurance insuring Buyer’s 's interest in the Real Property (the “"Preliminary Commitment”"), together with complete and legible copies of all exceptions and encumbrances noted thereon. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and ▇▇▇▇▇▇ County, Washington (“"Title Company”"). The Preliminary Commitment may be to issue an ALTA Standard Owner’s 's Policy of title insurance as to those portions of the Real Property for which Title Company will not issue an ALTA Extended Owner’s 's Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s 's approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “"Title and Survey Review Period”"), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, “"Exceptions”") to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written notice to Seller regarding its objection to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Buyer. If Buyer does not receive complete and legible copies of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery of this Agreement, then Seller shall cooperate with Buyer and assist Buyer in obtaining such copies from the Title Company as soon as possible. If Buyer timely objects to any Exceptions, then Seller shall advise Buyer in writing within ten (10) days after receipt of Buyer’s 's written objections: (a) which Exceptions Seller will remove at Closing, (b) which Exceptions the Title Company has agreed to remove from the title policy to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title Company. If Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall be deemed to have given notice Buyer that such Exception will not be removed by Seller or Title Company prior to Closing Closing. Within twenty (20) days after Seller’s 's receipt of Buyer’s 's written objections, if Seller has not agreed to remove all Exceptions to which Buyer objects, Buyer shall notify Seller in writing of Buyer’s 's election to either: (a) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, or (b) waive its objections to the Exceptions that Seller will not remove or cause Title Company to insure around, in which event such Exceptions shall be deemed accepted by Buyer. If Buyer does not terminate this Agreement in writing within the twenty (20) day period, then Buyer shall be deemed to have waived its objections to the Exceptions that Seller will not remove or cause Title Company to insure around. Notwithstanding the foregoing, Seller shall cause, at Seller’s 's sole expense, all mortgages, deeds of trust, and other monetary liens except non-delinquent assessment liens (e.g., liens for local improvement district assessments), including liens for delinquent taxes, mechanics, materialman’s 's or service provider liens, and judgment liens, to be fully satisfied, released, and discharged of record on or prior to the Closing Date without necessity of Buyer’s 's objection. All such mortgages, deeds of trust and other monetary liens shall automatically be deemed unacceptable to Buyer (without any need for Buyer to object to them expressly) and shall be removed by Seller as provided above.

Preliminary Commitment. (a) Within ten fifteen (1015) days after mutual execution and delivery of this Agreementfrom the Effective Date, Seller shall provide Buyer with cause the Title Company to furnish City a preliminary current title commitment to issue an ALTA Extended Owner’s Policy of for standard coverage title insurance insuring Buyer’s interest in regarding the Real Property (the “Preliminary Commitment”), together with complete and legible copies of all exceptions of record referenced in the Commitment. On or before the date which is the forty-fifth (45th) day after the Effective Date, City may deliver to Seller City’s written notice identifying any matters, conditions and encumbrances noted thereonexceptions reflected in the Commitment and the Survey, if any, which are not acceptable to City (the “Objected Exceptions”). The Preliminary If any update of the Commitment shall shows any new or additional exception not previously reflected in the Commitment or any update thereof, City may, on or before the date for City’s objection notice set forth in above, or, if later, the day that is the third (3rd) day after City’s receipt of any update of the Commitment first disclosing such new or additional exception (but not in any event later than the closing), deliver to Seller City’s notice objecting to such new or additional exception. All matters, conditions and exceptions reflected in the Commitment and the Survey which are not Objected Exceptions will be issued by Transnation Title Insurance Company deemed permitted exceptions (the “Permitted Exceptions”) including all exceptions for which City does not deliver a timely notice designating such matters, conditions and exceptions as Objected Exceptions. (b) Seller has no obligation to cure or its local affiliates in Jefferson Countyremove any Objected Exceptions. If City gives timely notice of any Objected Exceptions, Washington, City and ▇▇▇▇▇▇ County, Washington Seller will have a period of seven (7) days (“Title CompanyResolution Period”)) to negotiate in good faith to reach an agreement for the resolution of such Objected Exceptions and the closing will be postponed, if necessary, to allow such Title Resolution Period to expire. The Preliminary Commitment may foregoing notwithstanding, Seller will have no obligation to expend any funds in connection with any resolution of an Objected Exception. If such an agreement (each a “Resolution Agreement”) is entered into, such Resolution Agreement will become a supplement to this Agreement and City and Seller will be bound to issue an ALTA Standard Owner’s Policy of title insurance perform their respective obligations thereunder to the same extent as if such obligations were set forth in this Agreement. If City and Seller do not enter into a Resolution Agreement as to those portions of the Real Property for which Title Company will not issue an ALTA Extended Owner’s Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s approval during each Objected Exception within the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten Resolution Period, City may terminate this Agreement by written notice given to Seller within three (103) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “Title and Survey Review Period”), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, “Exceptions”) to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title Resolution Period and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer receive a full refund of the Deposit. If City does not deliver any written give its notice to Seller regarding its objection to Exceptions prior to of termination within three (3) days after the expiration of the Title and Survey Review Resolution Period, then Buyer shall City will be deemed to have and disapproved accepted any such Objected Exception which is not made the condition subject of a Resolution Agreement within the Title Resolution Period as an additional Permitted Exception. Immediately following the closing, Seller will cause the Title Company to issue to City a standard coverage owner’s policy (the “Policy”) in the amount of the Purchase Price insuring fee simple title to the Real PropertyProperty in City, in subject to Permitted Exceptions, which event this Agreement cost and expense shall terminate be equally shared by the City and the ▇▇▇▇▇▇▇ Money shall be returned to Buyer. If Buyer does not receive complete and legible copies of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery of this Agreement, then Seller shall cooperate with Buyer and assist Buyer in obtaining such copies from the Title Company as soon as possible. If Buyer timely objects to any Exceptions, then Seller shall advise Buyer in writing within ten (10) days after receipt of Buyer’s written objections: (a) which Exceptions Seller will remove at Closing, (b) which Exceptions the Title Company has agreed to remove from the title policy to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title Company. If Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall be deemed to have given notice Buyer that such Exception will not be removed by Seller or Title Company prior to Closing Within twenty (20) days after Seller’s receipt of Buyer’s written objections, if Seller has not agreed to remove all Exceptions to which Buyer objects, Buyer shall notify Seller in writing of Buyer’s election to either: (a) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, or (b) waive its objections to the Exceptions that Seller will not remove or cause Title Company to insure around, in which event such Exceptions shall be deemed accepted by Buyer. If Buyer does not terminate this Agreement in writing within the twenty (20) day period, then Buyer shall be deemed to have waived its objections to the Exceptions that Seller will not remove or cause Title Company to insure around. Notwithstanding the foregoing, Seller shall cause, at Seller’s sole expense, all mortgages, deeds of trust, and other monetary liens except non-delinquent assessment liens (e.g., liens for local improvement district assessments), including liens for delinquent taxes, mechanics, materialman’s or service provider liens, and judgment liens, to be fully satisfied, released, and discharged of record on or prior to the Closing Date without necessity of Buyer’s objection. All such mortgages, deeds of trust and other monetary liens shall automatically be deemed unacceptable to Buyer (without any need for Buyer to object to them expressly) and shall be removed by Seller as provided above.

Preliminary Commitment. Within ten (10) days after mutual execution and delivery of this Agreement, Seller Buyer shall provide Buyer with order a preliminary commitment to issue for an ALTA Extended Ownerowner’s Policy standard coverage policy of title insurance insuring Buyer’s interest in the Real Property amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (the “Preliminary Commitment”), together with complete and legible copies of all exceptions and encumbrances noted thereon. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and ▇▇▇▇▇▇ County, Washington (“Title Company”). The Preliminary Commitment may be to issue an ALTA Standard Owner’s Policy of title insurance as to those portions of the Real Property for which Title Company will not issue an ALTA Extended Owner’s Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “Title and Survey Review Period”), to advise Seller in writing of any encumbrancesby written notice what exceptions to title, restrictionsif any, easements, or other matters shown in the Preliminary Commitment or ESM Survey are objected to by Buyer (collectively, “ExceptionsObjections”) to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written notice to Seller regarding its objection to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Buyer. If Buyer does not receive complete and legible copies of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery following the Effective Date or following the receipt of this Agreementthe Preliminary Commitment, then Seller shall cooperate with Buyer and assist Buyer whichever date is later, but in obtaining such copies from no event later than the Title Company as soon as possibleClosing Date. If Buyer timely objects fails to any Exceptions, then Seller shall advise Buyer in writing within give notice before the expiration of the ten (10) day period, or by the Closing Date, whichever is earlier, Buyer will be deemed to have approved the title exceptions identified in the Preliminary Commitment and all such exceptions shall be Permitted Exceptions. No later than seven (7) days after receipt of Buyer▇▇▇▇▇’s written objections: notice, Seller may give Buyer notice that (ai) which Exceptions Seller will remove at Closing, Objections or (bii) which Exceptions the Title Company has agreed Seller elects not to remove from the title policy to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title CompanyObjections. If Seller does not otherwise fails to give an adequateBuyer such notice, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall will be deemed to have given Buyer notice Buyer that such Exception will not be removed by Seller or Title Company prior to Closing Within twenty as of the seventh (207th) days day after Seller’s receipt of Buyer’s written objectionsnotice, if or the Closing Date, whichever is earlier, that Seller has elected not agreed to remove all Exceptions any of the Objections. Notwithstanding the foregoing, Seller will be required to which remove any monetary liens, monetary assessments or monetary encumbrances affecting the Property prior to or as of the Closing Date. Immediately upon discovering the need to amend or add any exception to the Title Commitment, Escrow Agent shall notify Buyer objectsand Seller. Within ten (10) business days after notice from Escrow Agent together with a copy of such intervening lien or matter, but in no event later than the Closing Date, Buyer shall notify Seller in writing of Buyer’s election to either: any objections thereto (athe “Amendment Objections”). No later than seven (7) terminate this Agreement, in which event the days after receipt of ▇▇▇▇▇▇▇ Money shall be returned to Buyer’s notice, Seller may give Buyer notice that (i) Seller will remove Amendment Objections or (bii) waive its objections Seller elects not to the Exceptions that remove Amendment Objections. If Seller fails to give Buyer such notice, Seller will not remove or cause Title Company to insure around, in which event such Exceptions shall be deemed accepted by Buyer. If Buyer does not terminate this Agreement in writing within the twenty (20) day period, then Buyer shall be deemed to have waived its objections to given Buyer notice as of the Exceptions that Seller will not remove or cause Title Company to insure around. Notwithstanding the foregoing, Seller shall cause, at Seller’s sole expense, all mortgages, deeds of trust, and other monetary liens except non-delinquent assessment liens seventh (e.g., liens for local improvement district assessments), including liens for delinquent taxes, mechanics, materialman’s or service provider liens, and judgment liens, to be fully satisfied, released, and discharged of record on or prior to the Closing Date without necessity 7th) day after receipt of Buyer’s objection. All such mortgagesnotice, deeds or the Closing Date, whichever is earlier, that Seller elected not to remove any of trust and other monetary liens shall automatically be deemed unacceptable to Buyer (without any need for Buyer to object to them expressly) and shall be removed by Seller as provided abovethe Amendment Objections.

Preliminary Commitment. Within ten (10) days after mutual execution and delivery of this AgreementTo the extent Seller has the following in its possession or reasonably available to it, Seller shall provide Buyer with a preliminary commitment to issue an ALTA Extended Owner’s Policy of title insurance insuring Buyer’s interest in the Real Property (the “Preliminary Commitment”)shall, together with complete and legible copies of all exceptions and encumbrances noted thereon. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and ▇▇▇▇▇▇ County, Washington (“Title Company”). The Preliminary Commitment may be to issue an ALTA Standard Owner’s Policy of title insurance as to those portions of the Real Property for which Title Company will not issue an ALTA Extended Owner’s Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “Title and Survey Review Period”), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, “Exceptions”) to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written notice to Seller regarding its objection to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Buyer. If Buyer does not receive complete and legible copies of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after the Effective Date, furnish at its sole cost and expense, the following to Buyer: (a) any existing title policies insuring the Real Property and (b) any existing survey of the Real Property in Seller’s possession (“Seller’s Title Work”); at the time of mutual execution and delivery of this Agreement, then Seller shall cooperate with Buyer and assist Buyer has not located a copy of any title policy or survey. Seller ordered a preliminary commitment for an owner’s extended coverage policy of title insurance on October 17, 2012 in obtaining such copies from the amount of the Purchase Price to be issued by Title Company as soon as possibleand accompanied by copies of all documents referred to in the commitment (collectively, the “Preliminary Commitment”). If Within twenty (20) days of execution of this Agreement, Buyer timely objects may obtain a current, ALTA/ACSM as-built survey of the Real Property prepared by a registered land surveyor in form acceptable to any ExceptionsBuyer (the “Survey”; the Preliminary Commitment and Survey, then if any, are collectively, the “Title Evidence”); Purchaser shall provide to Seller a copy of the Survey upon request and receipt. Purchaser shall advise Buyer in writing Seller by written notice what exceptions to title, if any, are disapproved by Purchaser (“Disapproved Exceptions”) within ten (10) days after of receipt of Buyer’s written objections: (a) which Exceptions Seller will remove at Closing, (b) which Exceptions the Title Company has agreed to remove from the title policy to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title CompanyEvidence. If Purchaser fails to give Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objectedwithin such ten (10) day period, then Seller shall Purchaser will be deemed to have given notice Buyer approved the exceptions to title shown on the Preliminary Commitment; provided, however, that such Exception mechanics’ or materialman’s’ liens and monetary encumbrances (other than non-delinquent ad valorem property taxes) will be deemed to be disapproved whether or not be removed by Purchaser gives any notice. Seller or Title Company prior to Closing Within twenty will have two (202) business days after Seller’s receipt of BuyerPurchaser’s written objections, if notice to give Purchaser notice that (i) Seller has will remove Disapproved Exceptions or (ii) Seller elects not agreed to remove all Exceptions to which Buyer objects, Buyer shall notify Seller in writing of Buyer’s election to either: (a) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Buyer, or (b) waive its objections to the Exceptions that Seller will not remove or cause Title Company to insure around, in which event such Exceptions shall be deemed accepted by BuyerDisapproved Exceptions. If Buyer does not terminate this Agreement in writing within Seller fails to give Purchaser notice before the twenty expiration of the two (202) business day period, then Buyer shall Seller will be deemed to have waived its objections elected not to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title on or before the Closing Date all liens and other monetary encumbrances other than those approved by Purchaser. 5.2.1. If Seller elects not to remove any nonmonetary Disapproved Exceptions, Purchaser will have until the earlier of two (2) business days after Seller gives notice of such election or the expiration of the Feasibility Study Period to notify Seller of Purchaser’s election either to proceed with the purchase and take the Property subject to those Disapproved Exceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary Disapproved Exceptions to be removed but fails to remove any of them from title on or before the Closing Date, Purchaser will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase subject to those Disapproved Exceptions. 5.2.2. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Purchaser will have two (2) business days to notify Seller of its disapproval of any new exceptions, and Seller will have two (2) business days to give Purchaser notice that Seller will either remove or not remove or cause Title Company any new Disapproved Exceptions. If Purchaser elects to insure around. Notwithstanding terminate this Agreement under this Section, the foregoingescrow will be terminated, Seller shall causethe Deposit, at Seller’s sole expensetogether with any accrued interest, must be returned immediately to Purchaser, all mortgages, deeds of trustdocuments and other funds will be returned to the party who deposited them, and other monetary liens neither party will have any further rights or obligations under this Agreement except non-delinquent assessment liens (e.g.as otherwise provided in this Agreement. If this Agreement is terminated, liens then Seller and Purchaser shall share equally any costs of terminating the escrow and any cancellation fee for local improvement district assessments), including liens for delinquent taxes, mechanics, materialman’s or service provider liens, and judgment liens, to be fully satisfied, released, and discharged of record on or prior to the Closing Date without necessity of Buyer’s objection. All such mortgages, deeds of trust and other monetary liens shall automatically be deemed unacceptable to Buyer (without any need for Buyer to object to them expressly) and shall be removed by Seller as provided abovePreliminary Commitment.

Preliminary Commitment. Within ten (10) days after mutual execution and delivery of this Agreement, Seller Buyer shall provide Buyer with order a preliminary commitment to issue for an ALTA Extended Ownerowner’s Policy standard coverage policy of title insurance insuring (or, at Buyer’s interest election, an owner’s extended coverage policy of title insurance) in the Real Property amount of the Purchase Price to be issued by Title Company and accompanied by copies of all documents referred to in the commitment (the “Preliminary Commitment”). Buyer shall advise Seller by written notice what exceptions to title, together with complete if any, are disapproved by ▇▇▇▇▇ (“Disapproved Exceptions”) within fifteen (15) days of receipt of the Preliminary Commitment and legible copies of all exceptions and to title shown in the Preliminary Commitment. All monetary encumbrances noted thereonother than nondelinquent ad valorem property taxes will be deemed to be disapproved. The Preliminary Commitment shall be issued by Transnation Title Insurance Company or its local affiliates in Jefferson County, Washington, and ▇▇▇▇▇▇ County, Washington (“Title Company”). The Preliminary Commitment may be to issue an ALTA Standard Owner’s Policy of title insurance as to those portions of the Real Property for which Title Company Seller will not issue an ALTA Extended Owner’s Policy for lack of an ALTA survey prior to Closing, subject to Buyer’s approval during the Title and Survey Review Period defined below. Buyer shall have until expiration of the Inspection Period described in Section 4.1 or ten (10) days after receipt of the ESM Survey described at Section 3.2, whichever is later (the “Title and Survey Review Period”), to advise Seller in writing of any encumbrances, restrictions, easements, or other matters shown in the Preliminary Commitment or ESM Survey (collectively, “Exceptions”) to which Buyer objects. Except as otherwise provided below, all Exceptions to which Buyer does not object in writing prior to expiration of the Title and Survey Review Period shall be deemed accepted by Buyer, provided, however, that if Buyer does not deliver any written notice to Seller regarding its objection to Exceptions prior to expiration of the Title and Survey Review Period, then Buyer shall be deemed to have and disapproved the condition of title to the Real Property, in which event this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned ’s notice to Buyergive Buyer notice that (i) Seller will remove Disapproved Exceptions or (ii) Seller elects not to remove Disapproved Exceptions. If Seller fails to give Buyer does not receive complete and legible copies notice before the expiration of all exceptions and encumbrances noted in the Preliminary Commitment within ten (10) days after mutual execution and delivery of this Agreementday period, then Seller shall cooperate with Buyer and assist Buyer in obtaining such copies from the Title Company as soon as possible. If Buyer timely objects to any Exceptions, then Seller shall advise Buyer in writing within ten (10) days after receipt of Buyer’s written objections: (a) which Exceptions Seller will remove at Closing, (b) which Exceptions the Title Company has agreed to remove from the title policy to be issued at Closing, and (c) which Exceptions will not be removed by Seller or Title Company. If Seller does not otherwise give an adequate, complete, timely, and written notice to Buyer regarding any Exception to which Seller has timely objected, then Seller shall be deemed to have given notice Buyer that such Exception will elected not be removed by Seller or Title Company prior to Closing Within twenty (20) days after Seller’s receipt of Buyer’s written objections, if Seller has not agreed to remove Disapproved Exceptions. Notwithstanding anything to the contrary in this Agreement, Seller shall remove from title on or before the Closing Date all Exceptions monetary encumbrances other than those approved by Buyer. If Seller elects not to which Buyer objectsremove any nonmonetary Disapproved Exemptions, Buyer shall will have until the expiration of the Feasibility Study Period to notify Seller in writing of Buyer’s election either to either: (a) proceed with the purchase and take the Property subject to those exceptions, or to terminate this Agreement. If Seller gives notice that it will cause one or more nonmonetary exceptions to be removed but fails to remove any of them from title on or before the Closing Date, in which event Buyer will have the right to either (i) elect to terminate this Agreement by written notice to Seller or (ii) proceed with the purchase, with an abatement of the Purchase Price equal to the actual cost of removing from title those exceptions not approved by ▇▇▇▇▇▇▇ Money shall , and to take the Property subject to those exceptions. If the Title Company issues a supplement to the Preliminary Commitment, the procedure set forth in this Section 5.2 will apply to such supplement, except that Buyer will have seven (7) days to notify Seller of its disapproval of any new exceptions, and Seller will have five (5) days to give Buyer notice that Seller will either remove or not remove any new Disapproved Exceptions. If Buyer elects to terminate this Agreement under this Section 5.2, the escrow will be terminated, the Deposit must be returned immediately to Buyer, all documents and other funds will be returned to Buyerthe party who deposited them, and neither party will have any further rights or (b) waive its objections to the Exceptions that Seller will not remove or cause Title Company to insure around, obligations under this Agreement except as otherwise provided in which event such Exceptions shall be deemed accepted by Buyerthis Agreement. If Buyer does not terminate this Agreement in writing within the twenty (20) day periodis terminated through no fault of Seller, then Seller and Buyer shall be deemed to have waived its objections to share equally any costs of terminating the Exceptions that Seller will not remove or cause Title Company to insure around. Notwithstanding escrow and any cancellation fee for the foregoing, Seller shall cause, at Seller’s sole expense, all mortgages, deeds of trust, and other monetary liens except non-delinquent assessment liens (e.g., liens for local improvement district assessments), including liens for delinquent taxes, mechanics, materialman’s or service provider liens, and judgment liens, to be fully satisfied, released, and discharged of record on or prior to the Closing Date without necessity of Buyer’s objection. All such mortgages, deeds of trust and other monetary liens shall automatically be deemed unacceptable to Buyer (without any need for Buyer to object to them expressly) and shall be removed by Seller as provided abovePreliminary Commitment.