Common use of Review of Title Clause in Contracts

Review of Title. Purchaser shall have until 5:00 p.m. Central Standard 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 Evidence not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property 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 satisfy any such objections, provided that Seller shall have three (3) Business Days from the date of receipt of such objections to identify such objections that Seller so elects removed or satisfied. 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 over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was removed or satisfied by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to 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 Deposit shall be refunded to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, or Seller’s agents, to Seller and neither party shall have any further rights or obligations 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 disapproved. 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 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 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, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller (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. Purchaser 4.3.1 Buyer hereby acknowledges receipt of a copy of a survey of the Project, which Seller obtained in 1999 (as such may be updated as provided herein, the "SURVEY"). Buyer shall cause Title Company to deliver to Buyer and Seller a preliminary title report ("TITLE REPORT") issued by the Title Company covering the Land dated no more than thirty (30) days prior to the Effective Date, together with copies of all documents referenced in Schedule B thereof. If Buyer elects to obtain an ALTA extended coverage policy of title insurance, Buyer shall obtain an updated survey of the Project at Buyer's expense. The updated survey shall be certified to Seller, Buyer and Title Company. Buyer shall have from the date hereof until 5:00 p.m. Central Standard Time on December 16, 2003 (the Out Date ("TITLE REVIEW PERIOD") within which to notify Seller of any exceptions to title as defined below) to review shown in the Title CommitmentReport or Survey which Buyer reasonably disapproves. Buyer shall have the right to disapprove, in its reasonable discretion, any title or survey matters first contained in or first referred to on or after the beginning of the Title Documents and Review Period in any supplemental reports or updates to the Title Report or Survey within three (collectively, “Title Evidence”3) (the “Title Approval Date”) and render any objections as to matters of title in writing to Sellerbusiness days after receipt thereof. Any exceptions which are timely disapproved by Buyer pursuant to this section shall be referred to collectively as the "TITLE OBJECTIONS". If Buyer fails to timely notify Seller of its disapproval of any matters shown in the Title Evidence not timely objected to by Purchaser Report or Survey or any supplements or updates thereto, Buyer shall be deemed waived and Purchaser shall conclusively be deemed to agree to acquire the Property subject to have approved such exceptions (collectively, “Permitted Exceptions”) matters. Any such matter not timely disapproved in writing by Buyer shall constitute a "PERMITTED EXCEPTION" hereunder. Except for Required Removal Objections (as defined below) which must be removed by If Buyer timely notifies Seller of any Title Objections, then, at Seller, Seller, in its 's sole and absolute discretion, Seller may elect (but shall not be obligated) to remove or satisfy cause to be removed any of the Title Objections at Seller's expense, or to cause any Title Objections to be insured against by the Title Company, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such objectionsremoval, provided that which removal will be deemed effected by the issuance of title insurance insuring against the effect of the Title Objections. Seller shall have notify Buyer in writing ("SELLER'S TITLE NOTICE") on or before the date that is three (3) Business Days business days from the date end of receipt of such objections the Title Review Period ("SELLER'S CURE NOTICE DATE") whether Seller elects to identify such objections that Seller so elects removed remove or satisfied. 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 insure against the same. Seller's failure to deliver timely Seller's Title Notice to Buyer, or “insure over” failure to address any objection (each, a “Seller Endorsement”) and it shall have the same effect as if Title Objection in any such objection was removed or satisfied by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to 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 partshall constitute Seller's election not to cure such Title Objection. Notwithstanding the foregoing, in which case the Deposit shall be refunded Seller agrees to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (remove as hereinafter defined in Section 3.6(d)), received from Seller, or Seller’s agents, exceptions to Seller and neither party shall have any further rights or obligations 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 Property (3i) Business Days following Purchaser’s receipt of written notice of such additional item shall be deemed disapproved. 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 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 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, executed by Seller and all mechanic’s liens filed recorded against the Property relating to work performed and any other voluntary monetary liens placed on record against the Property by Seller, (ii) all delinquent property taxes (if any) as of the Closing, and contracted for (iii) any mechanic's or materialmen's liens of record or any other involuntary monetary liens of record which are caused by Seller, provided, however, that Seller (collectively “Required Removal Objections”), shall not be obligated to be released and reconveyed from expend more than $10,000 in the Real Property, or, with respect aggregate to bond over or otherwise insure over such mechanic’s involuntary 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. Purchaser shall have until 5:00 p.m. Central Standard Time on February 21, 1997 (the Out Date (as defined below"Title Approval Date") to review the Title CommitmentReport, Title Documents and Survey (collectively, “"Title Evidence”) (the “Title Approval Date”") and render any objections as to matters of title in i writing to Seller. Any such matters shown in the Title Evidence of title not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property 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 satisfy any such objections, provided that Seller shall have three (3) Business Days from the date of receipt of such objections until February 26, 1997 to identify have such objections that Seller so elects removed or satisfied. Subject to Purchaser’s 's reasonable 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 over” " any objection (each, a “"Seller Endorsement”") and it shall have the same effect as if such objection was removed or satisfied cured by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s 's reasonable efforts, such objections may not be cured, then then, in the absence of a default by Purchaser, Purchaser may, by written notice to Seller within five (5) days after the expiration of such time or the delivery of such written noticeprior to Closing, either (a) terminate this Agreement without any liability on its part, in which case the Deposit together with interest thereon shall be refunded to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, or Seller’s agents, to Seller and neither party shall have any further rights or obligations 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 Report 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 two (32) Business Days days following Purchaser’s 's receipt of written notice of such additional item shall be deemed disapprovedapproved. 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 '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 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, in which event neither Seller nor Purchaser shall have any further obligation hereunder (except as set forth under Sections 3.5(a) and (e), 3.6(b), 9.1, 11.2 and 11.12 hereof), Purchaser shall return all documents to Seller and the Deposit and any interest accrued thereon shall be returned to Purchaser. 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 's interest in the Real Property, and all mechanic’s 's liens filed against the Property relating to work performed on the Property and contracted for by Seller (collectively “Required Removal Objections”)Seller, to be released and reconveyed from the Real Property, or, with respect to such mechanic’s '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. Purchaser shall have until 5:00 p.m. Central Standard 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 Evidence not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property 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 satisfy any such objections, provided that Seller shall have three (3) Business Days from the date of receipt of such objections to identify such objections that Seller so elects removed to remove or satisfiedsatisfy. Subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title Company to issue issue, at Seller’s cost, a title endorsement or “insure over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was removed or satisfied by Seller. If Seller shall fail to does not elect to have remove, insure over or satisfy such objections removed, insured over or satisfied within such time or during such time thereafter delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to 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 Deposit shall be refunded to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), ) received from Seller, Seller or Seller’s agents, to Seller and neither party shall have any further rights or obligations 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 disapprovedapproved. 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, 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 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 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, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for not caused by Seller Purchaser (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. Purchaser shall have until 5:00 p.m. Central Eastern Standard Time on the Out Date date that is fifteen (as defined below15) to review days after delivery of the Title Commitment, Title Documents and Survey (collectively, “"Title Evidence”") (the “"Title Approval Date”") to review the Title Evidence and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Evidence not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property 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 satisfy any such objections, provided that Seller shall have three fifteen (315) Business Days days from the date of receipt of such objections to identify have such objections that Seller so elects removed or satisfied. Subject to Purchaser’s 's approval, which may be granted in Purchaser’s 's sole and absolute discretion, Seller may cause the Title Company to issue a title endorsement or “"insure over” " any objection (each, a “"Seller Endorsement”") and it shall have the same effect as if such objection was removed or satisfied cured by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s 's reasonable efforts, such objections may not be cured, then then, in the absence of a default by Purchaser, Purchaser may, by written notice to 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 Deposit shall be refunded to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, Seller or Seller’s agents, 's agents to Seller and neither party shall have any further rights or obligations 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 and up to and including the Closing Date, Purchaser shall also have the right to disapprove in writing any additional item not previously set forth in the Title Report and/or 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 's receipt of written notice of such additional item shall be deemed disapprovedapproved. Seller shall have until Closing to remove or cause Title Company to insure over (subject to Purchaser’s 's approval, which may be granted in Purchaser’s 's sole and absolute discretion) any such disapproved item at Seller’s '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 's approval, which may be granted in Purchaser’s '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 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 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 's interest in the Real Property, and all mechanic’s 's liens filed against the Property relating to work performed on the Property and contracted for by Seller (collectively “Required Removal Objections”)Seller, to be released and reconveyed from the Real Property, or, with respect to such mechanic’s '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. In addition, Seller shall cure any other monetary liens encumbering Seller's interest in the Real Property that can be cured solely by payment of funds not to exceed, in the aggregate, One Hundred Thousand Dollars ($100,000).

Review of Title. Within fifteen (15) days of the execution hereof, Purchaser shall have until 5:00 p.m. Central Standard 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 secure a commitment for an owner’s policy of title insurance, or in such other manner as Purchaser deems appropriate in order that Purchaser may examine the state of title to the Subject Property. The Subject Property is to be conveyed free and clear of the mortgage liens and all other liens except for the permitted encumbrances listed on Exhibit “B”, which shall be satisfied by the Seller on or prior to closing. In the event that Purchaser shall determine that the Subject Property is subject to encumbrances or exceptions in addition to the Permitted Encumbrances, Purchaser may elect to (i) waive any such objection to such encumbrances or exceptions and proceed to Closing; (ii) within thirty (30) days of obtaining the title commitment, terminate this Agreement in which event the Xxxxxxx Money shall be returned to Purchaser, and, upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force or effect; or (iii) within thirty (30) days of the date hereof, deliver notice in writing to Seller specifying the encumbrances or exceptions that Purchaser objects to. In the event Purchaser so objects to the state of title, Seller at its option and without any obligation to do so, may within thirty (30) days after receipt of Purchaser’s notice of its objections, notify Purchaser in writing of Seller. Any matters shown in the Title Evidence not timely objected ’s intent to by Purchaser take such action as shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property 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 necessary to remove the basis for Purchaser’s objections. If Seller is unable to cure such objections on or satisfy any such objections, provided that Seller shall have three (3) Business Days from before the date of receipt of such objections to identify such objections that Seller so elects removed or satisfied. Subject to Purchaser’s approvalClosing, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title Company to issue a title endorsement or “insure over” any objection (each, a “Seller Endorsement”) and it shall have so notify Purchaser in writing, and Purchaser may extend the same effect as if such objection was removed or satisfied by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within date of Closing for such time or during such time delivers a written notice period as it may select (not to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, exceed thirty (30) business days) by written notice to Seller Seller. If no cure is effected 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 Deposit shall be refunded to Purchaseradditional time, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, or Seller’s agents, to Seller and neither party shall have any further rights or obligations 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 disapproved. 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 (ai) extend the Closing until the day after the date upon which Seller is able waiver such objections and proceed 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)Closing, or (bii) 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 in which event the Deposit Xxxxxxx Money shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except 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 to the contraryPurchaser, and notwithstanding any approval upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force or consent given effect. Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL CONFIDENTIAL TREATMENT REQUESTED Portions of this exhibits indicated by Purchaser hereunder, Seller shall cause all mortgages “(*[TEXT]*)” have been omitted pursuant to a request for confidential treatment and deeds of trust encumbering Seller’s interest in such omitted portions have been filed separately with the Real Property, Securities and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller (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 mattersExchange Commission.

Review of Title. If any exceptions appear in a Commitment that are unacceptable to the Purchaser, the Purchaser shall have until 5:00 p.m. Central Standard Time on notify the Out Date Seller in writing of such objections (as defined below) to review the “Purchaser’s Title Commitment, Title Documents and Survey (collectively, “Title EvidenceObjections”) on or before November 4, 2019 (the “Title Approval DateObjection Deadline”). The Seller shall have no obligation to cure any of Purchaser’s Title Objections, to bring any action or proceeding, or otherwise to incur any expense whatsoever to eliminate, cure, or modify any of Purchaser’s Title Objections, except for Monetary Liens (as hereinafter defined), which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) and render days after the Seller’s receipt of Purchaser’s Title Objections, the Seller shall deliver written notice to the Purchaser advising the Purchaser whether the Seller intends to cure any objections as of Purchaser’s Title Objections (the “Response Notice”). If Seller elects to matters cure any of title in writing Purchaser’s Title Objections, Seller shall use commercially reasonable efforts to cure or remove the same prior to Closing (provided that if Seller fails to cure or remove the same prior to Closing, then such Purchaser’s Title Objection shall not be a Permitted Exception). The Seller. Any matters shown in ’s Page 4 failure to timely deliver the Title Evidence not timely objected Response Notice to by the Purchaser shall be deemed waived and Purchaser within such three (3) day period shall be deemed to agree constitute an election by the Seller not to acquire cure any of Purchaser’s Title Objections. If the Property subject Seller elects (or is deemed to such exceptions (collectivelyhave elected) not to cure any of Purchaser’s Title Objections with respect to a specific Unit or Units, “Permitted Exceptions”) hereunder. Except for Required Removal Objections (as defined below) which must be removed by Seller, Seller, in its sole and absolute discretion, then the Purchaser may elect to remove or satisfy any such objections, provided that Seller shall have three (3) Business Days from the date of receipt of such objections to identify such objections that Seller so elects removed or satisfied. 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 over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was removed or satisfied by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to received by Seller within five (5) days after on or before the expiration of such time or the delivery of such written notice, either Due Diligence Period to (ai) terminate this Agreement Agreement, or (ii) waive Purchaser’s Title Objections, consummate the transaction contemplated herein, and accept such title as the Seller has elected to deliver without any liability on its partreduction in Purchase Price, in which case the Deposit parties shall, subject to the terms and conditions set forth in this Agreement, proceed to Closing and the Purchaser shall have no further right to terminate this Agreement pursuant to this Section 4(B). The failure of the Purchaser to timely send notice to the Seller of the Purchaser’s election in the preceding sentence shall be refunded deemed to Purchaser, mean that the Purchaser shall return all documents, including all Due Diligence Documents has elected to terminate this Agreement pursuant to clause (i) of the preceding sentence. In the event of a termination of this Agreement as hereinafter defined described in this Section 3.6(d)4(B), received from Seller, or Seller’s agents, to Seller and neither party shall have any further rights or obligations hereunder (except as set forth in Sections 3.5(a) and (e)for those which are expressly stated to survive the termination of this Agreement. As used herein, 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 “Monetary Liens” 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 disapproved. 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 mean (a) extend the Closing until the day after the date upon which Seller is able to remove mortgages 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 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 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 or any portion thereof, (b) mechanics’ liens or notices thereof encumbering Seller’s interest in any portion of the Property, and all mechanic’s (c) liens filed for delinquent real estate taxes, governmental assessments, or homeowners’ association dues assessed against any portion of the Property relating owned by Seller, (d) judgment liens that can be removed by the payment of an ascertainable sum of money and that encumber one or more Units, and (e) code enforcement liens and municipal liens. Monetary Liens shall include, without limitation, those monetary issues set forth in Schedule 4(B) attached hereto. “Permitted Exceptions” shall refer to work performed on all of the Property following: (a) applicable zoning, building and contracted for by Seller land use laws, ordinances, rules and regulations provided that the same do not prohibit the use of any Unit as a single family residence, (collectively “Required Removal Objections”)b) the lien of taxes and assessments not yet due and payable, to be released and reconveyed from (c) the Real Propertyrights of the tenants, oras tenants only, under the Leases, with respect no options to such mechanic’s lienspurchase or rights of first refusal to purchase, otherwise bonded, on or prior to the Closing and shall cause (d) those matters enumerated in “Schedule B-II” of the Title Company Commitments (other than Monetary Liens and those Purchaser’s Title Objections which Seller has elected in writing to insure title to the Real Property cure or remove as vested provided in Purchaser without any exception for such matters.this Section 4(B)). C.

Review of Title. Within fifteen (15) days of the execution hereof, Purchaser shall have until 5:00 p.m. Central Standard 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 secure a commitment for an owner’s policy of title insurance, or in such other manner as Purchaser deems appropriate in order that Purchaser may examine the state of title to the Subject Property. The Subject Property is to be conveyed free and clear of the mortgage liens and all other liens except for the permitted encumbrances listed on Exhibit “B”, which shall be satisfied by the Seller on or prior to closing. In the event that Purchaser shall determine that the Subject Property is subject to encumbrances or exceptions in addition to the Permitted Encumbrances, Purchaser may elect to (i) waive any such objection to such encumbrances or exceptions and proceed to Closing; (ii) within thirty (30) days of obtaining the title commitment, terminate this Agreement in which event the Xxxxxxx Money shall be returned to Purchaser, and, upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force or effect; or (iii) within thirty (30) days of the date hereof, deliver notice in writing to Seller specifying the encumbrances or exceptions that Purchaser objects to. In the event Purchaser so objects to the state of title, Seller at its option and without any obligation to do so, may within thirty (30) days after receipt of Purchaser’s notice of its objections, notify Purchaser in writing of Seller. Any matters shown in the Title Evidence not timely objected ’s intent to by Purchaser take such action as shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property 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 necessary to remove the basis for Purchaser’s objections. If Seller is unable to cure such objections on or satisfy any such objections, provided that Seller shall have three (3) Business Days from before the date of receipt of such objections to identify such objections that Seller so elects removed or satisfied. Subject to Purchaser’s approvalClosing, which may be granted in Purchaser’s sole and absolute discretion, Seller may cause the Title Company to issue a title endorsement or “insure over” any objection (each, a “Seller Endorsement”) and it shall have so notify Purchaser in writing, and Purchaser may extend the same effect as if such objection was removed or satisfied by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within date of Closing for such time or during such time delivers a written notice period as it may select (not to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, exceed thirty (30) business days) by written notice to Seller Seller. If no cure is effected 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 Deposit shall be refunded to Purchaseradditional time, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, or Seller’s agents, to Seller and neither party shall have any further rights or obligations 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 disapproved. 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 (ai) extend the Closing until the day after the date upon which Seller is able waiver such objections and proceed 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)Closing, or (bii) 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 in which event the Deposit Xxxxxxx Money shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except 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 to the contraryPurchaser, and notwithstanding any approval upon the receipt thereof by Purchaser, all obligations hereunder shall be null and void and of no further force or consent given by Purchaser hereunder, Seller shall cause all mortgages and deeds of 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 (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 matterseffect.

Review of Title. Purchaser shall have until 5:00 p.m. Central Standard 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 Evidence not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property subject to such exceptions (collectively, “Permitted Exceptions”) hereunder. Except for ; provided, however, in no event shall Purchaser be required to object to the Required Removal Objections (as defined below) which, in no event, shall constitute Permitted Exceptions. Except for Required Removal Objections, which must be removed by Seller, Seller, in its sole and absolute discretion, may elect to remove or satisfy any such objections, provided that Seller shall have three (3) Business Days from the date of receipt of such objections to identify such objections that Seller so elects removed to remove or satisfiedsatisfy. 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 over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was removed or satisfied by Seller. If Seller shall fail to does not elect to have remove, insure over or satisfy such objections removed, insured over or satisfied within such time or during such time thereafter delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then Purchaser may, by written notice to Seller within five (5) days Business 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 Deposit shall be refunded to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), ) received from Seller, Seller or Seller’s agents, to Seller and neither party shall have any further rights or obligations 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 disapprovedapproved. 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, 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 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 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, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller (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. If any exceptions appear in a Commitment that are unacceptable to Purchaser, Purchaser shall have until 5:00 p.m. Central Standard Time on notify Seller in writing of such objections (the Out Date (as defined below) to review the “Purchaser’s Title Commitment, Title Documents and Survey (collectively, “Title EvidenceObjections”) on or before August 31, 2018 (the “Title Approval DateObjection Deadline”). “Permitted Exceptions” shall refer to (i) all exceptions other than Purchaser’s Title Objections which are not otherwise waived, (ii) all exceptions which are caused or created by or under Purchaser or its agents, contractors, or employees, (iii) taxes not yet delinquent, (iv) all Leases of the Property or any portion thereof, and render (v) all zoning restrictions. Seller shall have no obligation to cure Purchaser’s Title Objections, to bring any objections as action or proceeding, or otherwise to matters incur any expense whatsoever to eliminate, cure, or modify Purchaser’s Title Objections, except for monetary liens of title in writing an ascertainable amount created by Seller or Seller’s actions, which liens Seller shall cause to be released at or prior to Closing and which may be satisfied from the proceeds of the sale contemplated by this Agreement. Within three (3) days after Seller’s receipt of Purchaser’s Title Objections, Seller shall deliver written notice to Purchaser advising Purchaser whether Seller intends to cure any of Purchaser’s Title Objections (the “Response Notice”). Any matters shown in Seller’s failure to timely deliver the Title Evidence not timely objected Response Notice to by Purchaser shall be deemed waived and Purchaser within such three (3) day period shall be deemed to agree constitute an election by Seller not to acquire the Property 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 satisfy any such objections, provided that Seller shall have three (3) Business Days from the date of receipt of such objections to identify such objections that Seller so elects removed or satisfied. Subject to cure 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 over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was removed or satisfied by SellerObjections. If Seller shall fail to elect elects (or is deemed to have such objections removed, insured over elected) not to cure any of Purchaser’s Title Objections with respect to a specific Property or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be curedProperties, then Purchaser may, may elect by written notice to Seller given within five one (51) days day after receipt of Seller’s Response Notice to (i) remove the expiration subject Properties from the Properties being sold to Purchaser and pay only the Allocated Purchase Price of such time or Properties being purchased, (ii) waive Purchaser’s Title Objections, consummate the delivery of transaction contemplated herein, and accept such written notice, either (a) terminate this Agreement title as Seller has elected to deliver without any liability on its part, reduction in which case the Deposit shall be refunded Purchase Price or (iii) mutually agree with Seller to Purchaser, a Purchase Price adjustment for such Property. The failure of Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, or Seller’s agents, to timely send notice to Seller and neither party shall have any further rights or obligations 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 of Purchaser’s election 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 preceding sentence shall be deemed disapproved. 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 mean that Purchaser has elected item (but in no event shall such extension exceed ten (10i) Business Days after of 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 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 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, and all mechanic’s liens filed against the Property relating to work performed on the Property and contracted for by Seller (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 matterspreceding sentence.

Review of Title. Purchaser shall have until 5:00 p.m. Central Eastern Standard Time on the Out Date date that is fifteen (as defined below15) days prior to review the Title Commitment, Title Documents and Survey (collectively, “Title Evidence”) last day of the Inspection Period (the “Title Approval Date”) to review the Title Evidence and render any objections as to matters of title in writing to Seller. Any matters shown in the Title Evidence not timely objected to by Purchaser shall be deemed waived and Purchaser shall be deemed to agree to acquire the Property 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 satisfy any such objections, provided that Seller shall have three ten (310) Business Days days from the date of receipt of such objections to identify have such objections that Seller so elects removed or satisfied. Subject to Purchaser’s approval, which may be granted in Purchaser’s sole and absolute reasonable discretion, Seller may cause the Title Company to issue a title endorsement or “insure over” any objection (each, a “Seller Endorsement”) and it shall have the same effect as if such objection was removed or satisfied cured by Seller. If Seller shall fail to elect to have such objections removed, insured over or satisfied within such time or during such time delivers a written notice to Purchaser that notwithstanding Seller’s reasonable efforts, such objections may not be cured, then then, in the absence of a default by Purchaser, Purchaser may, by written notice to 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 Deposit shall be refunded to Purchaser, Purchaser shall return all documents, including all Due Diligence Documents (as hereinafter defined in Section 3.6(d)), received from Seller, Seller or Seller’s agents, agents to Seller and neither party shall have any further rights or obligations 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 Report and/or 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 five (35) Business Days following Purchaser’s receipt of written notice of such additional item (together with copies of all recorded documents evidencing such additional item) shall be deemed disapprovedapproved. 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, in the absence of a default by Purchaser beyond applicable notice and cure periods, the Deposit shall be returned to Purchaser and, thereupon, neither Seller nor Purchaser shall have any further obligation hereunder (except 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 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, and all mechanic’s liens filed against the Property (expressly excluding such liens relating to work performed on the Property and contracted for by Seller (collectively “Required Removal Objections”or through Purchaser), 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.