Common use of State of Title Clause in Contracts

State of Title. Purchaser shall order current title commitments (the “Title Commitments”) with respect to the Real Property, together with legible copies of all title exception documents within five (5) Business Days of the Effective Date. Purchaser may also obtain, at its own cost, the Surveys during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments and Surveys, but in any event prior to the expiration of the Inspection Period, Purchaser may submit to Sellers a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments or any of the Surveys. Any matters to which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Sellers shall notify Purchaser in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect to cure such Unpermitted Exceptions, Sellers shall do so at their own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Exception”. Any matter which Sellers elect not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all of the Unpermitted Exceptions, but are unable to complete the cure of such Unpermitted Exceptions before Closing, Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Exceptions, provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such Unpermitted Exceptions, or (B) to proceed pursuant to Section 4.2.2 below. Failure by Purchaser to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (B) above, and failure of Sellers to cure any default it has elected to cure hereunder shall be an Event of Default under this Agreement.

State of Title. Purchaser The Deed Contributors shall order current title commitments convey the Deed Properties to Acquiror or Acquiror's Permitted Designee by bargain and sale deeds with covenants against grantor's acts in recordable form (the “"Deeds"), the Interest Contributors shall contribute their Partnership Interests to Acquiror or Acquiror's Permitted Designee by the Partnership Interest Assignments (as defined below) and the Management Contributor shall contribute its interest in the Management Contracts to Acquiror or Acquiror's Permitted Designee by an Assignment of Management Contracts (as defined below); provided, however, that in the case of the Properties and Additional Properties that are subject to lease agreements ("XXX Lease Agreements") with an Industrial Development Authority ("XXX"), the Deed Contributor which holds the leasehold interest in such Property or Additional Properties shall (subject to Section 3S above) convey to Acquiror (in lieu of the foregoing) all leasehold right, title and interest of such Deed Contributor in and to such Properties or Additional Properties. Title Commitments”to the Properties and Additional Properties shall be good, marketable and insurable fee simple title, free and clear of all liens and encumbrances and shall be subject only to: (i) those covenants, conditions, liens, encumbrances, easements, assessments, restrictions, water and sewer charges, related payment in lieu of taxes agreements ("PILOT Agreements") and other title exceptions of record which are disclosed on each Title Commitment, UCC Search and Survey (each as defined below) and are not objected to by Acquiror within the Inspection Period (as defined below), (ii) rights of tenants under the Leases, as tenants only (except with respect to tenants having a purchase option or similar rights as disclosed in this Agreement), (iii) the Real Property, together with legible copies of all title exception documents within five (5) Business Days lien of the Effective Date. Purchaser may also obtainExisting Indebtedness, at its own costif any, on those Properties encumbered by the Surveys during the Inspection Period. Within ten (10) Business Days after Existing Indebtedness as of the date of receipt by Purchaser of hereof and (iv) general real estate taxes for the Title Commitments year in which the Closing, Second Closing or Option Closing, as the case may be, occurs and Surveyssubsequent years, but in any event prior to the expiration of the Inspection Period, Purchaser may submit to Sellers a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments or any of the Surveys. Any matters to which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, not yet due and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property shall constitute “Survey Defects” payable (the Title Exceptions and Survey Defects shall above enumerated exceptions being hereinafter collectively be referred to as the “Unpermitted "Permitted Exceptions”"). Sellers shall notify Purchaser in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers will cure any Unpermitted Exceptions set forth ; provided, however, that in the Title Notice and, if Sellers elect to cure such Unpermitted Exceptions, Sellers shall do so at their own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Exception”. Any matter which Sellers elect not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all case of the Unpermitted ExceptionsProperties and Additional Properties that are subject to XXX Lease Agreements, but are unable the Deed Contributor which holds the leasehold interest in such Property or Additional Properties shall (subject to complete the cure Section 3S above) convey to Acquiror all leasehold right, title and interest of such Unpermitted Exceptions before Closing, Purchaser shall have the right, Deed Contributor in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Properties and Additional Properties, free and clear of all liens and encumbrances and subject only to the Permitted Exceptions, provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such Unpermitted Exceptions, or (B) to proceed pursuant to Section 4.2.2 below. Failure by Purchaser to deliver the notice referred to in the immediately preceding sentence The Partnership Interests shall be deemed an election under (B) abovecontributed to Acquiror free and clear of all liens, claims and failure of Sellers to cure any default it has elected to cure hereunder shall be an Event of Default under this Agreementencumbrances.

State of Title. Purchaser At Closing, Seller shall order current convey to Buyer, title commitments to the Property, in fee simple, by a special warranty deed containing a covenant of further assurances, subject only to the operation and effect of instruments and matters of record or in fact acceptable to Buyer in its sole discretion (the “Title Commitments”"Permitted Encumbrances"). Buyer shall provide Seller with written notice of any objections to title within forty-five (45) days of the date of this Agreement, along with respect to the Real Property, together with a copy of Buyer's title commitment and legible copies of all title exception documents exceptions. All title exceptions noted in such commitment shall be deemed "Permitted Encumbrances" unless objected to by Buyer within said forty-five (545) Business Days day period. As to all instruments and matters of record which are not Permitted Encumbrances, following Buyer's objection to any such instrument or matter, (a) if such instrument or matter consists of a mortgage, deed of trust, or other lien on such title that can be satisfied with the Effective Date. Purchaser may also obtainpayment of money, Seller shall cause such lien to be released at its own costor before Closing, unless it is to be specifically adjusted between the Surveys during the Inspection Period. Within ten parties hereto at Closing pursuant to subsection 2.4, and (10b) Business Days after as to other instruments or matters, Seller shall have thirty (30) days from the date of receipt by Purchaser of the Title Commitments and Surveys, but Buyer's notice in any event prior which to the expiration of the Inspection Period, Purchaser may submit to Sellers a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments or any of the Surveys. Any matters to which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Sellers shall notify Purchaser in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect endeavor to cure such Unpermitted Exceptionsobjections, Sellers shall do if it so at their own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely objectelects, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Exception”. Any matter failing which Sellers elect not to cure shall also be deemed a Permitted Exception unless Purchaser elects to Buyer may terminate this Agreement by written notice to Sellers Seller within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all the expiration of the Unpermitted Exceptions, but are unable aforesaid thirty (30) day cure period and the Deposit with all interest thereon shall be returned to complete the cure of such Unpermitted Exceptions before Closing, Purchaser Buyer and neither party shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer the Closing Date any further rights or obligations hereunder except for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Exceptions, provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such Unpermitted Exceptions, or (B) to proceed pursuant to Section 4.2.2 below. Failure by Purchaser to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (B) above, and failure of Sellers to cure any default it has elected to cure hereunder shall be an Event of Default under this Agreementindemnity obligations.

State of Title. The Purchaser shall order will obtain (or has obtained), at Purchaser’s expense, a current title commitments commitment (the “Title CommitmentsCommitment”) with respect to each parcel comprising the Real Property, together with legible copies of all title exception documents within five (5) Business Days of documents, as well as the Effective DateSurveys. Purchaser may also obtain, at its own cost, the Surveys during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments and Surveys, but in any event prior Prior to the expiration of the Inspection Due Diligence Period, the Purchaser may will submit to Sellers the Seller a written Notice from the Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments Commitment or any of the SurveysSurveys which in the Purchaser’s judgment adversely affect the Real Property. Any matters and all (i) liens, encumbrances and other exceptions to which Purchaser objects in title (the Title Notice shall constitute “Title Exceptions”), and any survey defects other than those Title Exceptions set forth in Schedule 4.2.1 (collectively the “Permitted Encumbrances”), to which Purchaser objects timely objects, and (ii) encroachments by improvements on adjoining properties onto or over the Lands, any encroachments of the Improvements onto or over adjoining properties, setback lines or easements (to the extent in the Title Notice violation thereof) and any other survey defects which adversely affect title to the Real Property (the “Survey Defects”) and are not Permitted Encumbrances, together shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”)” to title to the Real Property. Sellers The Seller shall notify the Purchaser in writing within five (5) Business Days of receiving the Title Notice (whether the “Exception Cure Period”) whether Sellers Seller will be able, exercising diligent efforts, to cure any Unpermitted Exceptions title matters set forth in the Title Notice and, and if Sellers elect the Seller is able to cure such Unpermitted Exceptionstitle matters, Sellers Seller shall do so at their its own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions)expense. Upon the Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Exception”Encumbrance with respect to the Real Property (in addition to those items listed in Schedule 4.2.1). Any matter which Sellers elect not If the Seller is able to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all of the Unpermitted Exceptionstitle defects, but are is unable to complete the cure of such Unpermitted Exceptions Title Exception or Survey Defect at or before Closing, the Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to Sellersthe Seller, to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers the Seller an opportunity, to either (iy) cure such Unpermitted ExceptionsTitle Exception or Survey Defect, or (iiz) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted ExceptionsTitle Exception or Survey Defect, provide the Title Company such assurances as the Title Company requires to insure the Purchaser against any loss arising from such Unpermitted ExceptionsTitle Exception or Survey Defect, or (B) to proceed pursuant to Section 4.2.2 below. Failure by the Purchaser to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (B) above, and failure of Sellers to cure any default it has elected to cure hereunder shall be an Event of Default under this Agreement.

State of Title. The Purchaser shall order will obtain (or has obtained), at Purchaser’s expense, a current title commitments (the “Title Commitments”) commitment with respect to each parcel comprising the Real PropertyProperty (each, a “Title Commitment”), together with legible copies of all title exception documents within documents, as well as the Surveys. Not later than five (5) Business Calendar Days of the Effective Date. Purchaser may also obtain, at its own cost, the Surveys during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments and Surveys, but in any event prior to the expiration of the Inspection Due Diligence Period, the Purchaser may will submit to Sellers the Seller a written Notice notice from the Purchaser (“Title Objection Notice”) specifying any alleged defects each item of dissatisfaction in or objections particular to the title shown in the applicable Title Commitments Commitment or any of the Surveys. Any matters to Survey which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, and any survey defects to which Purchaser objects in the Title Notice which Purchaser’s judgment adversely affect title to the Real Property shall constitute (each a “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted ExceptionsObjection”). Sellers shall notify In the event Purchaser in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect to cure such Unpermitted Exceptions, Sellers shall do so at their own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions). Upon Purchaser’s failure fails to timely objectdeliver to Seller a Title Objection Notice, all matters shown on the Title Commitment or on the Surveys surveys shall thereafter be deemed a “Permitted Exception”Encumbrance” with respect to the Real Property. Any matter which Sellers elect not In addition to cure the foregoing, the following shall also be deemed a considered Permitted Exception unless Purchaser elects Encumbrances: (1) non-delinquent real and personal property taxes and assessments; (2) the lien of supplemental taxes, if any, assessed pursuant to terminate this Agreement by written notice to Sellers within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all Chapter 3.5, commencing with Section 75, of the Unpermitted ExceptionsCalifornia Revenue and Taxation Code as a result of a change in ownership or new construction occurring on or after the date of the policy; and (3) all other matters caused or approved by Purchaser. In the event Purchaser timely delivers to Seller a Title Objection Notice, but are unable to complete the cure of such Unpermitted Exceptions before Closing, Purchaser Seller shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer but not the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaserobligation, in its sole and absolute discretion agrees discretion, to accept affirmative title insurance coverage with respect agree to such Unpermitted Exceptions, provide endeavor to cure one or more of the Title Company Objections by giving Purchaser written notice (“Cure Notice”) of such assurances as election not later than two (2) Calendar Days following Seller’s receipt of Purchaser’s Title Objection Notice (“Cure Election Period”). If Seller fails to timely deliver a Cure Notice to Purchaser, then Seller shall be deemed to have elected not to endeavor to cure any of the Title Objections. In the event (i) Purchaser timely delivers to Seller a Title Objection Notice pursuant to this Section, and (ii) Seller elects (or is deemed to have elected) not to endeavor to cure one or more of the Title Objections, then within three (3) Calendar Days following the expiration of the Cure Election Period, Purchaser may elect either: (A) to continue this Agreement in effect without modification and purchase the Company requires Shares from Seller (in which case such Title Objections shall be deemed to insure Purchaser against any loss arising from such Unpermitted Exceptions, constitute Permitted Encumbrances); or (B) to proceed pursuant terminate this Agreement and the Escrow by delivering written notice to Seller, in which case Purchaser shall be entitled to receive a full refund of the Deposit, provided Purchaser has satisfied its obligations set forth in Section 4.2.2 below6.1.1(ii) hereof. Failure Upon any election by Purchaser to deliver terminate this Agreement and the notice referred Escrow pursuant to in the immediately preceding sentence this Section, then this Agreement shall be deemed an election under (B) aboveof no further force or effect, and failure the Parties shall have no further obligations to the other (except for any obligations or liabilities that expressly survive termination of Sellers this Agreement), and Seller and Purchaser shall execute such cancellation instructions as may be necessary to cure any default it has elected to cure hereunder effectuate the cancellation of the Escrow, as may be required by Escrow Agent. Any Escrow cancellation, title cancellation or other cancellation costs in connection therewith shall be an Event of Default under this Agreementborne equally by Seller and Purchaser.

State of Title. Purchaser shall order current title commitments (the “Title Commitments”a) with respect to the Real Property, together with legible copies of all title exception documents within five (5) Business Days of the Effective Date. Purchaser may also obtain, at its own cost, the Surveys during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments and Surveys, but in any event Immediately prior to the expiration Closing, and each with the consent of the Inspection PeriodAgency, Purchaser may submit to Sellers a written Notice from Purchaser (“Title Notice”i) specifying any alleged defects the Ground Lessee shall assign all of its right, title and interest in or objections and to the Agency Retail Lease to Retail pursuant to the LCWP Agency Retail Lease Assignment and, simultaneously with such LCWP Agency Retail Lease Assignment, the Retail Sublease shall be merged into such Agency Retail Lease and terminated (the "RetailSublease Termination") and (ii) the Ground Lessee shall assign all of its right, title shown and interest in and to the Agency Recreation Lease to Recreation pursuant to the LCWP Agency Recreation Lease Assignment and, simultaneously with such LCWP Agency Recreation Lease Assignment, the Recreation Sublease shall be merged into such Agency Recreation Lease and terminated(the "RecreationSublease Termination", and together with the Retail Sublease Termination, the "Sublease Terminations"). At the Closing, with the consent of the Agency, Retail shall assign all of its right, title and interest in and to the Agency Retail Lease to the Owner (the "RetailGround Lease Assignment"), andRecreation shall assign all of its right, title and interest in and to the Agency Recreation Lease to the Owner (the "RecreationGround Lease Assignment", and together with the Retail Ground Lease Assignment, the "Ground Lease Assignment"). Immediately after the execution of the Ground Lease Assignment at the Closing, the Agency and the Owner shall amend and restate each of the Agency Leases in their entirety pursuant to (I) that certain Amended and RestatedAgreement of Lease (Retail Component) substantially in the Title Commitments or any form attached hereto as Exhibit "F-1" attached hereto and made a part hereof and (II) that certain Amended and Restated Supplemental Agreement of Lease (Recreation Component) substantially in the form attached hereto as Exhibit "F-2" attached hereto and made a part hereof (hereinafter collectively referred to as the "Amended Agency Leases"). Each of the Surveys. Any matters to which Purchaser objects LCWP Agency Retail Lease Assignment, the LCWP Agency Recreation Lease Assignment, the Sublease Terminations, the Ground Lease Assignment and a memorandum of Amended Agency Leases, shall be recorded in the Title Notice shall constitute “Title Exceptions”Office of the Clerk of Westchester County, New York. At the Closing, the interest of the Owner in and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property pursuant to the Amended Agency Leases shall constitute “Survey Defects” beinsurable at regular rates free and clear of any and all liens, claims, encumbrances, mortgages, deeds of trust and security interests (except for the Title Exceptions lien of real estate taxes not yet due and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”payable). Sellers shall notify Purchaser in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect to cure such Unpermitted Exceptions, Sellers shall do so at their own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter be deemed a “Permitted Exception”. Any matter which Sellers elect not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers within ten (10) days after Purchaser receives written notice of Sellers’ election not to cure such objection. If Sellers elect to cure any or all of the Unpermitted Exceptions, but are unable subject to complete all Permitted Exceptions (as such term is defined in Section 2.1(c) hereof), including, but not limited to, the cure lien of such Unpermitted Exceptions before Closing, Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Exceptions, provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such Unpermitted Exceptions, or (B) to proceed pursuant to Section 4.2.2 below. Failure by Purchaser to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (B) above, and failure of Sellers to cure any default it has elected to cure hereunder shall be an Event of Default under this AgreementtheULLICO Loan Replacement Financing.

State of Title. Purchaser shall order current acknowledges its receipt of a commitment for an ALTA owner’s title commitments insurance policy from the Title Company for the Property dated February 18, 2019 as file number 190260 (the “Title CommitmentsCommitment”) with respect to the Real Property), together with legible copies of all title exception documents within five (5) Business Days of the Effective Datedocuments. Purchaser may also obtain, at its own cost, the Surveys Survey during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments Commitment and Surveys, Survey (but in any event event, five (5) Business days prior to the expiration of the Inspection Period), Purchaser may submit to Sellers Seller a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments Commitment or any of the SurveysSurvey. Any matters to which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Sellers Notwithstanding the foregoing, Seller agrees that the following shall constitute Unpermitted Exceptions regardless of whether actually objected to by Purchaser: (i) any mortgages, deeds of trust or other security interests for any financing and (ii) Taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing; provided, however, that if any such Taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at Closing. Seller shall notify Purchaser in writing within five three (53) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers Seller will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect Seller elects to cure such Unpermitted Exceptions, Sellers Seller shall do so at their its own expense (the failure to so notify Purchaser within such five three (53) Business Days being deemed an election not to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys Survey shall thereafter be deemed a “Permitted Exception”. Any matter which Sellers elect Seller elects or is deemed to have elected not to cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers Seller within ten two (102) days Business Days after Purchaser receives written notice of Sellers’ Seller’s election not to cure such objectionobjection or Seller is deemed to have elected not to cure such Unpermitted Exception. If Sellers elect Seller elects to cure any or all of the Unpermitted Exceptions, but are is unable to complete the cure of such Unpermitted Exceptions before Closing, Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to SellersSeller within two (2) Business Days of written notice from Seller that Seller is unable to cure such Unpermitted Exceptions, to either (A) defer proceed to the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure in which event any such Unpermitted Exceptions shall be deemed to be Permitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Exceptions, provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such Unpermitted Exceptions, ; or (B) to proceed pursuant to Section 4.2.2 below4.2.2. Failure by Purchaser to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (BA) above, above and failure of Sellers Seller to cure or remove any default Unpermitted Exception it has elected to cure or remove hereunder shall be an Event of Default under Default. Notwithstanding anything to the contrary in this Agreement, the Ground Lease, the 2005 Declaration and the 2007 Declaration shall be Permitted Exceptions.

State of Title. Purchaser shall order may obtain, at its own cost, a current title commitments commitment (the “Title CommitmentsCommitment”) with respect to the Real Property, together with legible copies of all title exception documents within five (5) Business Days of the Effective Datedocuments. Purchaser may also obtain, at its own cost, the Surveys during the Inspection Period. Within ten (10) Business Days after the date of receipt by Purchaser of the Title Commitments Commitment and Surveys, but in any event prior to the expiration of the Inspection Period, Purchaser may submit to Sellers SSL Riverview a written Notice from Purchaser (“Title Notice”) specifying any alleged defects in or objections to the title shown in the Title Commitments Commitment or any of the SurveysSurvey. Any matters to which Purchaser objects in the Title Notice shall constitute “Title Exceptions”, and any survey defects to which Purchaser objects in the Title Notice which adversely affect title to the Real Property shall constitute “Survey Defects” (the Title Exceptions and Survey Defects shall collectively be referred to as the “Unpermitted Exceptions”). Sellers SSL Riverview shall notify Purchaser and Seller in writing within five (5) Business Days of receiving the Title Notice (the “Exception Cure Period”) whether Sellers SSL Riverview will cure any Unpermitted Exceptions set forth in the Title Notice and, if Sellers elect SSL Riverview elects to attempt to cure such Unpermitted Exceptions, Sellers SSL Riverview shall do so at their its own expense (the failure to so notify Purchaser within such five (5) Business Days being deemed an election not to cure such Unpermitted Exceptions). Upon Purchaser’s failure to timely object, all matters shown on the Title Commitment or on the Surveys shall thereafter not need to be deemed cured by SSL Riverview (each a “Permitted Exception”). Any matter which Sellers elect SSL Riverview elects not to cure or does not cure shall also be deemed a Permitted Exception unless Purchaser elects to terminate this Agreement by written notice to Sellers Seller within ten (10) days after Purchaser receives written notice of Sellers’ SSL Riverview’s election not to cure such objection. If Sellers elect objection or notice that SSL Riverview has been unable to cure such objection in which case the Deposit shall be refunded to Purchaser in accordance with Section 3.2.4 and Seller and SSL Riverview shall have no obligation to reimburse Purchaser for any or all of out-of-pocket expenses incurred by Purchaser in connection with the Unpermitted Exceptionstransactions contemplated by this Agreement. Seller and SSL Riverview agree that, but are unable to complete the extent an election is made to cure an objection, the party pursuing such cure will use reasonable commercial efforts in the pursuit of such Unpermitted Exceptions before Closing, Purchaser shall have the right, in its absolute discretion, to elect, upon written notice to Sellers, to either (A) defer the Closing Date for a reasonable period not exceeding sixty (60) days to give Sellers an opportunity, to either (i) cure such Unpermitted Exceptions, or (ii) if Purchaser, in its sole and absolute discretion agrees to accept affirmative title insurance coverage with respect to such Unpermitted Exceptions, provide the Title Company such assurances as the Title Company requires to insure Purchaser against any loss arising from such Unpermitted Exceptions, or (B) to proceed pursuant to Section 4.2.2 below. Failure by Purchaser to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (B) above, and failure of Sellers to cure any default it has elected to cure hereunder shall be an Event of Default under this Agreementcure.