Common use of Review of Title Clause in Contracts

Review of Title. All matters shown in the Title Documents which are not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations").

Review of Title. All matters shown Within fifteen (15) days of the Effective Date, Agency shall cause Title Company or another title company mutually acceptable to the Parties to deliver to Developer a standard preliminary title report with respect to the Site, together with legible copies of the documents underlying the exceptions (the “Exceptions”) set forth in the preliminary title report (collectively, the “Preliminary Title Documents which are Report”).‌ Developer shall have twenty-five (25) days from Developer’s receipt of the Preliminary Title Report to give Notice to Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies Agency of Developer’s disapproval of any items, Agency shall have the right, but not objected the obligation, to by CBL/OP by delivery remove any disapproved items after receiving Notice of written notice thereof ("CBL/OP's Title Objection Notice") Developer’s disapproval or provide assurances reasonably satisfactory to Property Owner Developer that such items will be removed or remedied on or before the Title Objection Deadline Closing. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If Agency cannot or does not elect to remove any disapproved items, Developer shall have ten (10) days after the expiration of Agency’s ten (10) day election period to either (i) give Agency Notice that Developer intends to proceed with the Conveyance subject to the disapproved items or (ii) give Owner Notice that Developer does not elect to accept the Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be conclusively deemed returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice referred to Property Owner prior as the “Permitted Exceptions” and/or the “Condition of Title.” Developer shall have the right to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown approve or disapprove in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (manner provided in this Section any Exception reported by title endorsement from the Title Company or otherwise) some or all otherwise discovered after Developer has approved the Condition of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection are not created by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations"Developer).

Review of Title. All Purchaser shall have until 5:00 p.m. Pacific Daylight Time on the Out Date (as defined below) to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) (the “Title Approval Date”) and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Documents which are Evidence not timely objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner on or before the Title Objection Deadline Purchaser shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" waived and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner Purchaser shall be deemed to have notified CBL/OP that agree to acquire the Property Owner is unable or unwilling subject to such exceptions (collectively, “Permitted Exceptions”) hereunder. Except for Required Removal Objections (as defined below), which must be removed by Seller, Seller, in its sole and absolute discretion, may elect to remove or insure against satisfy any such objections, provided that Seller shall have three (3) Business Days from the Title Objections. If Property Owner notifies or is deemed date of receipt of such objections to have notified CBL/OP identify such objections that Property Owner is unable or unwilling Seller so elects to remove or satisfy. Subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title Company to issue a title endorsement or “insure against over” any particular Title Objectionobjection (each, CBL/OP a “Seller Endorsement”) and it shall be deemed to have waived those Title Objections which Property Owner is unable the same effect as if such objection was removed or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner satisfied by Seller. If Seller does not give a Property Owner's Title Notice)elect to remove, CBL/OP insure over or satisfy such objections within such time or thereafter delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to Property Owner and Escrow Holder as provided Seller within five (5) days after the expiration of such time or the delivery of such written notice, either (a) terminate this Agreement without any liability on its part, in which case the preceding sentence, CBL/OP Deposit shall be entitled refunded to a Purchaser, Purchaser shall return of the Letter of Credit all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)) received from Seller or the DepositSeller’s agents, as applicable, to Seller and neither party shall have any further rights or obligations under hereunder (except as set forth in Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), or (b) proceed to Closing and take title subject to such objections, in which case such non-cured objections shall become Permitted Exceptions hereunder. After the Title Approval Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of written notice of such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to take title subject to such disapproved item, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Seller and the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except for those obligations of CBL/OP as set forth under Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement which expressly survive to the termination contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of this Agreement trust encumbering Seller’s interest in the Real Property, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller ("CBL/OP's Surviving Obligations"collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or, with respect to such mechanic’s liens, otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters.

Review of Title. All Purchaser acknowledges that, prior to the Effective Date, Purchaser has had ample opportunity to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) and render any objections as to matters of title in writing to Seller. Accordingly, any and all matters (the “Existing Title and Survey Matters”) referred to, reflected in or disclosed by, the Title Evidence, inclusive, have been agreed to and accepted by Purchaser (including, without limitation, any and all exceptions to title set forth in Schedule B of the Title Commitment), and Purchaser has approved the condition of title to the Real Property and Improvements set forth in the Title Commitment; provided, however, that notwithstanding the foregoing, Seller shall be obligated to deliver, and Purchaser shall be obligated to accept, title to the Property at Closing subject only to those matters not stricken, deleted or otherwise addressed on the marked version of the Title Commitment attached hereto as Exhibit J. Any matters shown in the Title Documents which are Evidence not objected to by CBL/OP Purchaser on Exhibit J shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property subject to such exceptions, and to the Existing Title and Survey Matters (collectively, the “Permitted Exceptions”) hereunder, except for the Required Removal Objections (as defined below), which must be removed by delivery Seller prior to Closing. After the Effective Date but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of written notice thereof of such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure over ("CBL/OP's subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense (each, a “Seller Endorsement”), and it shall have the same effect as if such obligation was removed or satisfied by Seller. Seller may elect to (a) extend the Closing until the day after the date upon which Seller is able to remove or cause Title Objection Notice"Company to insure over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item (but in no event shall such extension exceed ten (10) Business Days after the Closing Date), or (b) terminate this Agreement, unless Purchaser elects to take title subject to such disapproved item, in which case such non-cured objections shall become Permitted Exceptions hereunder, and, if Seller elects to terminate this Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Seller and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except as set forth under Sections 3.6(b), 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement to the contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of trust encumbering Seller’s interest in the Real Property, all mechanic’s liens filed against the Property Owner relating to work performed on the Property and contracted for by Seller and all tax liens filed against the Property on account of delinquent taxes relating to Seller’s failure to pay any of such taxes (collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or, with respect to such mechanic’s liens, otherwise bonded, on or before the Title Objection Deadline shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Closing and shall cause the Title Objection Deadline specifying CBL/OP's objection Company to any insure title exception pertaining to the Real Property shown as vested in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except Purchaser without any exception for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")matters.

Review of Title. All matters shown Within the time specified in the Schedule of Performance, the Parties shall cause the Title Documents which are not objected Company to by CBL/OP by delivery deliver to Developer a standard preliminary title report with respect to the Site, together with legible copies of written notice thereof the documents underlying the exceptions (the "CBL/OP's Title Objection NoticeExceptions") set forth in the preliminary title report (collectively, the "Preliminary Title Report"). Developer shall have thirty (30) days from Developer's receipt of the Preliminary Title Report to Property Owner give Notice to Authority and the Escrow Agent of Developer's approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies Authority of Xxxxxxxxx's disapproval of any items, Authority shall have the right, but not the obligation, to remove any disapproved items after receiving Notice of Developer's disapproval or provide assurances reasonably satisfactory to Developer that such items will be removed or remedied on or before the Title Objection Deadline expiration of the Developer Approval Period. Authority shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer's disapproval. If Authority cannot or does not elect to remove any disapproved items, Developer may, at its election, deliver Notice to the Authority that Developer intends to proceed with the Conveyance subject to the disapproved items by way of the Notice to Proceed or (ii) give Authority Notice that Developer does not elect to accept the Conveyance and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be conclusively deemed returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice referred to Property Owner prior as the "Permitted Exceptions" and/or the "Condition of Title." Developer shall have the right to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown approve or disapprove in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (manner provided in this Section any Exception reported by title endorsement from the Title Company or otherwise) some or all otherwise discovered after Developer has approved the Condition of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"are not created by Developer). Without Notwithstanding anything herein to the necessity of objection by CBL/OPcontrary, Property Owner Authority shall comply with remove prior to Closing all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice monetary liens other than non-delinquent taxes and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations")assessments.

Review of Title. All matters shown in Within fifteen (15) calendar days of the Effective Date, City shall cause Title Documents which are Company or another title company mutually acceptable to the Parties to deliver to Developer a Preliminary Title Repmt. Developer shall have twenty-five (25) calendar days from Developer's receipt of the Preliminary Title Report to give Notice to City and the Escrow Agent of Developer's approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies City of Developer's disapproval of any items, City shall have the right, but not objected the obligation, to by CBL/OP by delivery remove any disapproved items after receiving Notice of written notice thereof ("CBL/OPDeveloper's Title Objection Notice") disapproval or provide assurances reasonably satisfactory to Property Owner Developer that such items will be removed or remedied on or before the Title Objection Deadline Closing. City shall exercise such right by Notice to Developer within ten (10) calendar days of receipt of Notice from Developer of Developer's disapproval. If City cannot or does not elect to remove any disapproved items, Developer shall have ten (10) calendar days after the expiration of City's ten (10) day election period to either (i) give City Notice that Developer intends to proceed with the recording of the City Deed of Trust subject to the disapproved items or (ii) give City Notice that Developer does not elect to accept the recording of the City Deed of Trust and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be conclusively deemed returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be referred to as the "Permitted Exceptions" and/or the "Condition of Title." In addition, the Permitted Exceptions shall include: (i) the Redevelopment Plan; (ii) the Regulatory Agreement; (iii) the City Deed of Trust; (iv) the Request for Notice of Default; and (v) such instruments as are required to be accepted by CBL/OPrecorded in connection with the County Grant. If CBL/OP timely delivers CBL/OP's Title Objection Notice Developer shall have the right to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown approve or disapprove in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (manner provided in this Section 504.5 any Exception reported by title endorsement from the Title Company or otherwise) some or all otherwise discovered after Developer has approved the Condition of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection are not created by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations"Developer).

Review of Title. All Purchaser acknowledges that, prior to the Effective Date, Purchaser has had ample opportunity to review the Title Commitment, the Title Documents, and the Existing Survey (collectively, the “Title Evidence”), and render any objections as to matters of title to Seller. Accordingly, any and all matters (the “Existing Title and Survey Matters”) referred to, reflected in or disclosed by, the Title Evidence, inclusive, have been agreed to and accepted by Purchaser (including, without limitation, any and all exceptions to title set forth in Schedule B of the Title Commitment), and, Purchaser has approved the condition of title to the Real Property and Improvements set forth in the Title Commitment; provided, however, that notwithstanding the foregoing, Seller shall be obligated to deliver, and Purchaser shall be obligated to accept, title to the Property at Closing subject only to those matters not stricken, deleted or otherwise addressed on the marked version of the Title Commitment attached hereto as Exhibit J. Any matters shown in the Title Documents which are Evidence not objected to by CBL/OP by delivery of written notice thereof ("CBL/OP's Title Objection Notice") to Property Owner Purchaser on or before the Title Objection Deadline Exhibit J shall be conclusively deemed to be accepted by CBL/OP. If CBL/OP timely delivers CBL/OP's Title Objection Notice to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown in the Title Documents (each a "Title Objection" waived, and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (by title endorsement from the Title Company or otherwise) some or all of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner Purchaser shall be deemed to have notified CBL/OP agreed to acquire the Property hereunder subject to such exceptions, and to the Existing Title and Survey Matters, as modified, cured and affected hereinabove (collectively, the “Permitted Exceptions”), except for Required Removal Objections (as defined below), which must be removed by Seller prior to closing. After the Effective Date, but prior to the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Commitment that Property Owner is unable or unwilling Title Company intends to show as an exception to title in the Title Policy. Any such additional item not specifically disapproved in writing delivered within three (3) Business Days following Purchaser’s receipt of an update of the Title Commitment showing such additional item shall be deemed approved. Seller shall have until Closing to remove or cause Title Company to insure against over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any such disapproved item at Seller’s own expense (each, a “Seller Endorsement”), and it shall have the Title Objectionssame effect as if such objection was removed or satisfied by Seller. If Property Owner notifies or Seller may elect to (a) extend the Closing until the day after the date upon which Seller is deemed to have notified CBL/OP that Property Owner is unable or unwilling able to remove or cause Title Company to insure against over (subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion) any particular Title Objectionsuch disapproved item (but in no event shall such extension exceed thirty (30) days after the Closing Date), CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (iib) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating terminate this Agreement. If CBL/OP so , unless Purchaser elects to take title subject to such disapproved item, in which case such non-cured objections shall become Permitted Exceptions hereunder, and, if Seller elects to terminate this Agreement by written notice Agreement, Purchaser shall return all documents, including all Due Diligence Documents received from Seller or Seller’s agents, to Property Owner Seller, and Escrow Holder as provided in the preceding sentence, CBL/OP Deposit shall be entitled returned to a return of the Letter of Credit or the DepositPurchaser and, as applicablethereupon, and neither party Seller nor Purchaser shall have any further rights or obligations obligation hereunder (except as set forth under this AgreementSections 3.6(b), except for those obligations of CBL/OP under 9.1, 11.2 and 11.12 hereof). Notwithstanding anything in this Agreement which expressly survive to the termination contrary, and notwithstanding any approval or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of this Agreement trust encumbering Seller’s interest in the Real Property, all non-consensual monetary liens or encumbrances in an aggregate amount not to exceed $500,000, all consensual monetary liens or encumbrances, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller ("CBL/OP's Surviving Obligations"collectively “Required Removal Objections”), to be released and reconveyed from the Real Property, or otherwise bonded, on or prior to the Closing and shall cause the Title Company to insure title to the Real Property as vested in Purchaser without any exception for such matters. Seller shall request Seller’s current mortgage lender, and shall reasonably cooperate with Purchaser, to have the mortgage encumbering the Real Property assigned at the Closing to Purchaser’s mortgage lender, without any cost, expense or continuing liability to Seller.

Review of Title. All matters shown Within fifteen (15) days of the Effective Date, Agency shall cause Title Company or another title company mutually acceptable to the Parties to deliver to Developer a standard preliminary title report with respect to the Site, together with legible copies of the documents underlying the exceptions (the “Exceptions”) set forth in the preliminary title report (collectively, the “Preliminary Title Documents which are Report”). Developer shall have twenty-five (25) days from Developer’s receipt of the Preliminary Title Report to give Notice to Agency and the Escrow Agent of Developer’s approval or disapproval of the Preliminary Title Report, including without limitation any Exceptions. If Developer notifies Agency of Developer’s disapproval of any items, Agency shall have the right, but not objected the obligation, to by CBL/OP by delivery remove any disapproved items after receiving Notice of written notice thereof ("CBL/OP's Title Objection Notice") Developer’s disapproval or provide assurances reasonably satisfactory to Property Owner Developer that such items will be removed or remedied on or before the Title Objection Deadline Closing. Agency shall exercise such right by Notice to Developer within ten (10) days of receipt of Notice from Developer of Developer’s disapproval. If Agency cannot or does not elect to remove any disapproved items, Developer shall have ten (10) days after the expiration of Agency’s ten (10) day election period to either (i) give Agency Notice that Developer intends to proceed with the Conveyances subject to the disapproved items or (ii) give Owner Notice that Developer does not elect to accept the Conveyances and elects to terminate the Escrow and this Agreement, whereupon any sums deposited by Developer into Escrow and all interest earned thereon shall be conclusively deemed returned to Developer. The Exceptions to title approved by Developer as provided herein shall hereinafter be accepted by CBL/OPreferred to as the “Permitted Exceptions” and/or the “Condition of Title”. If CBL/OP timely delivers CBL/OP's Title Objection Notice Developer shall have the right to Property Owner prior to the Title Objection Deadline specifying CBL/OP's objection to any title exception pertaining to the Real Property shown approve or disapprove in the Title Documents (each a "Title Objection" and collectively the "Title Objections"), Property Owner may, but except for Voluntary Title Encumbrances, shall not be obligated to, remove from the Title Policy or insure against (manner provided in this Section any Exception reported by title endorsement from the Title Company or otherwise) some or all otherwise discovered after Developer has approved the Condition of such Title Objections. If Property Owner is able and willing to remove or insure against some or all of the Title Objections, Property Owner shall notify CBL/OP in writing within 5 days after the Title Objection Deadline ("Property Owner's Notice Period") of those Title Objections which Property Owner intends to attempt to remove or insure against on or before the Closing Date (said notice hereinafter called "Property Owner's Title Notice"). Without the necessity of objection are not created by CBL/OP, Property Owner shall comply with all of the requirements set forth in Schedule C of the Title Commitment. Except for Voluntary Title Encumbrances, Property Owner shall have no obligation whatsoever to remove or insure against any Title Objections. If Property Owner delivers Property Owner's Title Notice and thereafter Property Owner is unable to remove or insure against any Title Objection as indicated in Property Owner's Title Notice, Property Owner shall have no liability to CBL/OP and CBL/OP's sole remedy in such event shall be to either waive such Title Objections and proceed with the Closing or terminate this Agreement. If Property Owner does not deliver Property Owner's Title Notice to CBL/OP within Property Owner's Notice Period, Property Owner shall be deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against the Title Objections. If Property Owner notifies or is deemed to have notified CBL/OP that Property Owner is unable or unwilling to remove or insure against any particular Title Objection, CBL/OP shall be deemed to have waived those Title Objections which Property Owner is unable or unwilling to remove or insure against unless on or before the later to occur of (i) the Final Approval Date or (ii) 5 days following receipt of the Property Owner's Title Notice (or 5 days following the last day of the Property Owner's Notice Period if the Property Owner does not give a Property Owner's Title Notice), CBL/OP delivers to Property Owner and Escrow Holder written notice terminating this Agreement. If CBL/OP so elects to terminate this Agreement by written notice to Property Owner and Escrow Holder as provided in the preceding sentence, CBL/OP shall be entitled to a return of the Letter of Credit or the Deposit, as applicable, and neither party shall have any further rights or obligations under this Agreement, except for those obligations of CBL/OP under this Agreement which expressly survive the termination of this Agreement ("CBL/OP's Surviving Obligations"Developer).