Common use of Title and Survey Objections Clause in Contracts

Title and Survey Objections. The Purchaser shall have until expiration of the Feasibility Period to report to Seller in writing any survey or title defects or other objections regarding the Property that are disclosed by Purchaser's examinations, other than the Permitted Exceptions (as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to Purchaser. Seller shall have the right, but not the duty to cure any such title objections reported by Purchaser. If the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction prior to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at its option, either (i) terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated hereby, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waived.

Title and Survey Objections. The Purchaser shall have until expiration No later than five (5) Business Days prior to the end of the Feasibility Period to report to Due Diligence Period, Buyer shall advise Seller in writing of any survey or exceptions to title defects or other objections regarding and the Property that are disclosed by Purchaser's examinations, other than the Permitted Exceptions (as Survey to which Purchaser Buyer has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on future use of the Property objections and which are not acceptable to Purchaserdisapproved by Buyer. Seller shall have two (2) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the right, but Closing Date; or (B) written notice that Seller elects not the duty to cure any cause such title objections reported by Purchaserexceptions to be removed. Seller’s failure to give notice to Buyer within such two (2) Business Day period shall be deemed to be Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice under clause (B) or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the end of the Due Diligence Period to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the expiration of such two (2) Business Day period (which notice may be satisfied by delivery by Buyer of the Approval Notice), Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) then Seller shall use its diligent efforts to remove the subject title exceptions in accordance with Seller’s notice. If despite such efforts Seller is unable or to remove any such objectionable exceptions prior to the Closing Date, and Buyer is unwilling to cure objections to the Purchaser's satisfaction prior to Settlement thentake title subject thereto, notwithstanding anything herein to the contrary, the Purchaser shall, at its option, either (i) terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated hereby, and prior to Settlement, Purchaser Buyer shall have the right to further delay Settlement a reasonable time elect to permit Seller to complete curative actionterminate this Agreement and Section 14(a) shall apply. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement Notwithstanding the foregoing, Buyer shall be deemed waivedto have objected to any lien encumbering a Property that secures the payment of money, such as, but not limited to, mechanic’s liens, materialmen’s liens and judgment liens, and the liens of deeds of trust and mortgages (collectively, “Monetary Liens”), unless Buyer otherwise notifies Seller in writing. Monetary Liens shall not include assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to which the Property is subject. Seller hereby agrees to remove at or before the Closing and shall cause each Property to be delivered free and clear of all Monetary Liens assumed, initiated or caused by Seller. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception, on terms reasonably acceptable to Buyer. Notwithstanding anything to the contrary in this Section 4(h)(iii), in the event that Buyer does not receive current Preliminary Title Reports (including links to or copies of any underlying exceptions or documents referenced therein) for each Property and the Survey within ten (10) Business Days following the Effective Date, the deadlines contained in this Section 4(h)(iii) shall be extended day for day for each day beyond such ten (10) day period until Buyer receives such Title Reports and the Survey.

Title and Survey Objections. The Purchaser Buyer shall have until expiration of the Feasibility Period Due Diligence Deadline to report to notify Seller in writing of any survey Title Objections. If Buyer fails to notify Seller of any Title Objections on or title defects or before such date, then, notwithstanding any other objections regarding the Property that are disclosed by Purchaser's examinationsprovisions set forth herein, other than the Permitted Exceptions (such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated Effective Date and disclosed in the Title Commitment or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to PurchaserSurvey. Seller shall have notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the rightCompany to Remove, but not the duty to cure any such title objections reported by PurchaserTitle Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Seller is unable or unwilling Company to cure objections to Remove, the Purchaser's satisfaction Title Objections prior to Settlement thenClosing (other than Required Removal Items), notwithstanding anything herein Buyer shall have until the Closing Date to the contrary, the Purchaser shall, at its optionelect in writing, either to (ia) terminate Terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of the Purchase Price proceeds to effect the samethis Agreement. If any additional matters Buyer fails to give Seller notice of record are created after the date of the examination of title contemplated herebyits election by such time, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement it shall be deemed waivedto have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. The Purchaser Buyer shall have until expiration of the Feasibility Period Due Diligence Deadline to report to notify Seller in writing of any survey Title Objections. If Buyer fails to notify Seller of any Title Objections on or title defects or before such date, then, notwithstanding any other objections regarding the Property that are disclosed by Purchaser's examinationsprovisions set forth herein, other than the Permitted Exceptions (such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated Effective Date and disclosed in the Title Commitment or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to PurchaserSurvey. Seller shall have the right, but not the duty notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to cure Remove any such title objections reported by PurchaserTitle Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction Title Objections prior to Settlement thenClosing (other than Required Removal Items), notwithstanding anything herein Buyer shall have until the applicable Closing Date to the contrary, the Purchaser shall, at its optionelect in writing, either to (ia) terminate Terminate this Agreement, in and thereafter the parties shall have no further rights or obligations hereunder, except for those which event the Deposit shall be refunded; expressly survive any such termination, or (iib) waive such defects its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds remaining terms and conditions of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the samethis Agreement. If any additional matters Buyer fails to give Seller notice of record are created after the date of the examination of title contemplated herebyits election by such time, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement it shall be deemed waivedto have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase Price.

Title and Survey Objections. The Purchaser Buyer shall have until expiration of the Feasibility Period Due Diligence Deadline to report to notify Seller in writing of any survey Title Objections. If Buyer fails to notify Seller of any Title Objections on or title defects or before such date, then, notwithstanding any other objections regarding the Property that are disclosed by Purchaser's examinationsprovisions set forth herein, other than the Permitted Exceptions (such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated Effective Date and disclosed in the Title Commitment or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to PurchaserSurvey. Seller shall have the right, but not the duty notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to cure Remove any such title objections reported by PurchaserTitle Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove the Seller is unable or unwilling Title Objections prior to cure objections Closing (other than Required Removal Items), Buyer shall have until five (5) days prior to the Purchaser's satisfaction prior Closing Date to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at its optionelect in writing, either to (ia) terminate Terminate this Agreement, in and thereafter the parties shall have no further rights or obligations hereunder, except for those which event the Deposit shall be refunded; expressly survive any such termination, or (iib) waive such defects its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds remaining terms and conditions of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the samethis Agreement. If any additional matters Buyer fails to give Seller notice of record are created after the date of the examination of title contemplated herebyits election by such time, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement it shall be deemed waivedto have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Aggregate Purchase Price.

Title and Survey Objections. The Purchaser shall have until expiration of the Feasibility Period to report to Seller in writing any survey or title defects or other objections regarding the Property that are disclosed by Purchaser's examinations, other than the Permitted Exceptions (as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to Purchaser. Seller shall have the right, but not the duty to cure any such title objections reported by Purchaser. If the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction prior to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at its option, either (i) terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated hereby, and prior to Settlement, Purchaser shall have the right to object to any exceptions to the Title Commitment or matters shown on any ALTA survey of the Real Property (the “Survey”) that Purchaser may elect to obtain, at Purchaser’s sole cost and expense, by giving written notice to Seller no later than the expiration of the Inspection Period, stating the matters to which Purchaser objects and the reasons therefor. Seller shall provide to the Title Company at Closing an affidavit(s) (the “Seller’s Affidavits”) in the form attached hereto as Exhibit I. In addition, Purchaser agrees that it shall not object to any of the following matters: (A) liens for unpaid real estate or personal property taxes or assessments and water rates, water meter charges, sewer taxes, rents and charges, if any, provided that such items are paid in full by Seller and released of record on or before Closing to the satisfaction of the Title Company, or apportioned as provided in this Agreement; (B) zoning laws and regulations and ordinances, proffers and similar conditions of municipal and other governmental authorities affecting the Property (but not violations thereof); and (C) any liens, encumbrances or other defects or exceptions to title insurance coverage caused by Purchaser, by any of its affiliates, by any of their respective agents, employees, contractors or other representatives or by Seller, by its affiliates, or by any of their agents, employees or other representatives at Purchaser’s request or with Purchaser’s consent. 10 Seller shall be obligated to Cure all Mandatory Cure Items (hereinafter defined) at or prior to Closing. If any matter materially affecting title or the Survey and not disclosed in the Title Commitment arises or is first disclosed to Purchaser after the expiration of the Inspection Period, then Purchaser shall have five (5) business days after obtaining knowledge thereof to object to such matter. Seller shall, within three (3) days after receipt of such written notice, notify Purchaser in writing of its election to Cure or not Cure such Purchaser’s objections, and if Seller elects to Cure any such other Purchaser’s objections, Seller shall use reasonable efforts to Cure such objections and shall provide Purchaser with a reasonably detailed description of the Cure to be undertaken, together with a description of the time frame in which such Cure is to be effected in accordance with Section 2.9.2 hereof. Seller’s failure to timely notify Purchaser as west forth above shall be deemed an election not to Cure. If Seller elects not to Cure any such objections, Purchaser’s sole recourse shall be to exercise its right to terminate this Agreement by providing written notice to Seller within five (5) business days of Seller’s election (or deemed election) not to cure the applicable objections, in which event (y) the Deposit shall be returned to Purchaser, and (z) except as expressly provided for in this Agreement, neither Seller nor Purchaser shall have any further delay Settlement liability or obligation to the other under this Agreement. In the event Purchaser does not terminate this Agreement as provided under this Section 2.9.1, such objections that Seller elected not to Cure shall become Permitted Exceptions hereunder. For purposes of this Section 2, the term “Cure” shall mean, at Seller’s election (i) the removal of such matter of record, (ii) the provision of information to the Title Company sufficient to remove such matter as a reasonable time title exception in the Title Commitment, or (iii) the provision of a bond sufficient to permit Seller cause the Title Company to complete curative actionremove such matter from the Title Commitment. Any The term “Permitted Exceptions” shall mean (i) the items set forth in subparagraphs (A) through (C) above, (ii) all matters of title or survey record and all matters disclosed on the Survey which are not timely objected to by Purchaser as provided above or which are reported timely objected to but not cured such objection is thereafter waived by Settlement Purchaser, and (iii) any matters which become Permitted Exceptions pursuant to Section 2.9.2 below, but shall be deemed waived.specifically exclude the Mandatory Cure Items. The term “Mandatory Cure Items” shall mean (i) any mortgage or deed of trust lien, (ii) any mechanics’ or materialmen’s lien, (iii) any lien securing a monetary amount and (iv) any non-monetary Encumbrance becoming of record from and after the effective date of the Title Commitment, in each case, affecting the Property or any portion thereof. 2.9.2

Title and Survey Objections. The Purchaser Buyer shall have until expiration of ten (10) days prior to the Feasibility Period Due Diligence Deadline to report to notify Seller in writing of any survey Title Objections; any such notice shall be accompanied by the Title Commitment and Survey and any other materials which evidence or title defects disclose such objections to title. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other objections regarding the Property that are disclosed by Purchaser's examinationsprovisions set forth herein, other than the Permitted Exceptions (such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to PurchaserEffective Date. Seller shall have the right, but not the duty notify Buyer within five (5) Business Days of its receipt of such notice if Seller has elected to cure Remove any such title objections reported by PurchaserTitle Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant to Buyer that Seller will Remove the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction Title Objections prior to Settlement thenClosing, notwithstanding anything herein Buyer shall have until the Due Diligence Deadline to the contrary, the Purchaser shall, at its optionelect in writing, either to (ia) terminate this Agreement, in which event case the Deposit shall be refunded; returned to Buyer and the parties shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (iib) waive such defects its Title Objections (other than Required Removal Items) and proceed with the Transaction pursuant to Settlementthe remaining terms and conditions of this Agreement. If Buyer fails to give Seller notice of its election by such time, with no it shall be deemed to have elected the option contained in clause (b) above. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction in of or credit against the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated hereby, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waived.

Title and Survey Objections. The Purchaser shall have until expiration Parties acknowledge that except for the representations set forth in Section 8, the sale of the Feasibility Period Property contemplated by this Agreement shall be “as-is,” subject to report to Seller in writing any survey or title defects or other objections regarding the Property that are disclosed by Purchaser's examinations, other than the Permitted Exceptions (as defined below). If there are exceptions to which Purchaser has waived any objection), which, title set forth in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated Title Commitment or make the title to the Property uninsurable or which impose restrictions on future use of the Property Survey which are not acceptable to PurchaserBuyer (the “Title Objections”), Buyer shall notify Seller of such objections within twenty (20) days of its receipt of the Title Commitment or Survey. If Buyer fails to deliver Title Objections within such twenty (20) day period, it shall be conclusively presumed that Buyer approves of the Title Commitment and/or Survey or has waived its right to make a Title Objection to any matters set forth thereon (the “Permitted Exceptions”). If Buyer timely delivers Title Objections, Seller shall have use commercially reasonable efforts to assist Buyer in curing the rightsame, but but, except for Monetary Liens and the Co-Tenancy Agreement, Seller shall not be required to incur any liability or obligation, or to pay any amounts in connection with such cure. If all Title Objections which do not constitute Monetary Liens and the duty Co-Tenancy Agreement are not cured prior to the end of the Due Diligence Period (or Seller has not committed in writing to cure any such title objections reported by Purchaser. If Title Objections at Closing), Buyer shall elect either to waive such Title Objections and take the Seller is unable Property subject thereto (in which case such Title Objections shall be deemed Permitted Exceptions), or unwilling to cure objections to the Purchaser's satisfaction prior to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at its option, either (i) terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgagesin the event such a termination occurs, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application Buyer shall receive a refund of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated herebyXxxxxxx Money and, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waived.except as otherwise set forth in this

Title and Survey Objections. The Purchaser shall have until expiration of If any exceptions or matters appear in the Feasibility Period Title Commitment, Title Documents or Survey that Buyer determines are unacceptable to report to Seller in writing any survey it or title defects or other objections regarding the Property that are disclosed by Purchaserwould interfere with Buyer's examinations, other than the Permitted Exceptions (as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect intended use of the Property as currently operated Property, or make the that result in title to the Property uninsurable not being marketable and insurable, then Buyer must, within the Inspection Period, provide written notice to Seller and Title Company of such unacceptable exception(s) or which impose restrictions on future use of matter(s). If Buyer fails to disapprove an item reflected therein by written notice received by Seller and Title Company within the Property which are not acceptable Inspection Period, Buyer shall be deemed to Purchaserhave approved such item. Seller may, at Seller's option, attempt to eliminate or modify such unacceptable exceptions or matters to the reasonable satisfaction of Buyer, although Seller shall have the right, but not the duty be obligated to do so. Seller has no obligation to endeavor to cure any such title objections reported or survey objection raised by PurchaserBuyer, and Seller shall not be required to expend any effort or funds, or to commence litigation to cure an unacceptable exception. If the Seller is unable or unwilling elects to attempt to cure objections to an unacceptable exception, Seller shall notify Buyer of such election within two (2) days after the Purchaser's satisfaction prior to Settlement then, notwithstanding anything herein to expiration of the contrary, Inspection Period (the Purchaser shall, at its option, either (i) terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price"Election Period"); provided, however, that all mortgages, deeds if Seller is unable to cure an unacceptable exception within twenty (20) days after Seller's receipt of trusts and other monetary liens may be paid at SettlementBuyer's objections then this Agreement shall automatically terminate, and the parties hereby authorize application Xxxxxxx Money shall be refunded to Buyer. If Seller does not notify Buyer of its election to attempt to cure an unacceptable exception prior to the expiration of the Purchase Price proceeds to effect Election Period, this Agreement shall automatically terminate at the same. If any additional matters of record are created after the date end of the examination of title contemplated herebyElection Period and the Xxxxxxx Money shall be returned to Buyer. The standard printed exceptions in the Title Commitment described in Section 2.15, and prior all matters shown on the Title Commitment and Survey which Buyer approves or is deemed to Settlementapprove pursuant to this Section 6.3, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waivedconstitute Permitted Exceptions.

Title and Survey Objections. The Purchaser Buyer shall have until expiration fifteen (15) Business Days from the respective date that all of the Feasibility Period As-Built Survey, Commitment and Title Documents are provided within which to report to Seller in writing any survey approve or title defects or other objections regarding disapprove the Property that are disclosed by Purchaser's examinations, other than Commitment and the Permitted Exceptions As-Built Survey (as to which Purchaser has waived any objectionthe "APPROVAL PERIODS"), which, in Purchasersuch approvals or disapprovals to be within Buyer's sole discretion, materially adversely affect use of the Property as currently operated or make the title . If Buyer fails to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to Purchaser. Seller shall have the right, but not the duty to cure disapprove any such title objections reported item by Purchaserwritten notice to Seller and the Title Company within /s/ JL /s/ [ILLEGIBLE] Purchase and Sale Agreement XXL One, Ltd., as Seller Inland Real Estate Acquisitions, Inc., as Buyer either respective Approval Period, Buyer shall be deemed to have approved such item. If the Buyer shall give Seller is unable or unwilling to cure written notice of its objections to the Purchaser's satisfaction prior Commitment and As-Built Survey (the "TITLE AND SURVEY OBJECTIONS") within the respective Approval Period. Buyer is deemed to Settlement thenobject to all matters listed on SCHEDULE C of the Commitment. All monetary encumbrances other than non-delinquent ad valorem property taxes and installments of assessments not yet payable will be deemed disapproved, notwithstanding anything herein except for taxes which are to be paid and/or prorated at closing pursuant to this Agreement. All of the contraryexceptions set forth on the Commitment that are approved by Buyer or which are deemed to be approved by Buyer shall constitute the "PERMITTED EXCEPTIONS." If Buyer disapproves any item on the Commitment or As-Built Survey by written notice to Seller and the Title Company during the respective Approval Period, Buyer may terminate this Agreement (in which event, if exercised, the Purchaser shallEarnest Money immediately shall be returned to Buyer), at unless Sellex (xxxxout any obligation to do so) cures Buyer's objection to such item within fifteen (15) days after Seller actually receives Buyer's written notice of disapproval or, if sooner, by the Closing Date. In the event Seller elects not to cure, or for any reason fails to satisfy, any one or more of Buyer's objections pursuant to this SECTION 5, such failure shall not be an event of default by Seller, but in such event Seller shall notify Buyer in writing of such election (the "ELECTION NOTICE") and request that Buyer waive Buyer's right to terminate this Agreement due to such objection(s). Buyer shall thereafter have five (5) Business Days after receipt of the Election Notice within which to waive its option, either (i) termination right or to terminate this Agreement. In the event Buyer fails to respond within such five (5) day period, Buyer will be deemed to have waived and accepted all uncured and unsatisfied Title and Survey Objections, which together with the other Permitted Exceptions described herein and all the exceptions to Title to which Buyer has not objected, shall thereafter constitute the Permitted Exceptions. Notwithstanding anything to the contrary in which event this Agreement, Seller shall remove from title on or before the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that Closing Date all mortgages, deeds of trusts and other monetary liens may be paid at Settlementencumbrances, and the parties hereby authorize application of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated herebyall judgments, and prior to Settlementif any, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waivedagainst Seller.

Title and Survey Objections. The Purchaser Buyer shall have until expiration of the Feasibility Period Due Diligence Deadline to report to notify Seller in writing of any survey Title Objections. If Buyer fails to notify Seller of any Title Objections on or title defects or before such date, then, notwithstanding any other objections regarding the Property that are disclosed by Purchaser's examinationsprovisions set forth herein, other than the Permitted Exceptions (such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated Effective Date and disclosed in the Title Commitment or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to PurchaserSurvey. Seller shall have notify Buyer within three (3) Business Days of its receipt of such notice if Seller has elected to Remove, or to cause the rightCompany to Remove, but not the duty to cure any such title objections reported by PurchaserTitle Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant in writing to Buyer that Seller will Remove, or cause the Seller is unable or unwilling Company to cure objections Remove, the Title Objections prior to Closing (other than Required Removal Items), Buyer shall have until five (5) days prior to the Purchaser's satisfaction prior Closing Date to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at its optionelect in writing, either to (ia) terminate Terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at Settlement, and the parties hereby authorize application shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of the Purchase Price proceeds to effect the samethis Agreement. If any additional matters Buyer fails to give Seller notice of record are created after the date of the examination of title contemplated herebyits election by such time, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement it shall be deemed waivedto have elected to Terminate this Agreement. Any such Title Objection so waived by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. The Purchaser Buyer shall have until expiration of ten (10) days prior to the Feasibility Period Due Diligence Deadline to report to notify Seller in writing of any survey Title Objections; any such notice shall be accompanied by the Title Commitment and Survey and any other materials which evidence or title defects disclose such objections to title. If Buyer fails to notify Seller of any Title Objections on or before such date, then, notwithstanding any other objections regarding the Property that are disclosed by Purchaser's examinationsprovisions set forth herein, other than the Permitted Exceptions (such failure to notify Seller shall constitute a waiver of such right to object to such matters existing as to which Purchaser has waived any objection), which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to PurchaserEffective Date. Seller shall have the right, but not the duty notify Buyer within five (5) days of its receipt of such notice if Seller has elected to cure Remove any such title objections reported by PurchaserTitle Objections. If Seller fails to respond within such timeframe, Seller shall be deemed to have declined to remove such Title Objections (other than Required Removal Items). If Seller does not covenant to Buyer that Seller will Remove the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction Title Objections prior to Settlement thenClosing, notwithstanding anything herein Buyer shall have until the Due Diligence Deadline to the contrary, the Purchaser shall, at its optionelect in writing, either to (ia) terminate this Agreement, in which event case the Deposit shall be refunded; or (ii) waive such defects and proceed returned to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may be paid at SettlementBuyer, and the parties hereby authorize application shall have no further rights or obligations hereunder, except for those which expressly survive any such termination, or (b) waive its Title Objections (other than Required Removal Items) and proceed with the transaction pursuant to the remaining terms and conditions of the Purchase Price proceeds to effect the samethis Agreement. If any additional matters Buyer fails to give Seller notice of record are created after the date of the examination of title contemplated herebyits election by such time, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement it shall be deemed to have elected the option contained in clause (b) above. Any such Title Objection so waived (or deemed waived) by Buyer shall be deemed to constitute a Permitted Title Exception and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price.

Title and Survey Objections. Seller shall cause the Escrow Agent to issue to Purchaser a current standard commitment for an ALTA-Form B title insurance policy (the "Title Commitment"), naming Purchaser as the proposed purchaser of the Property and including copies of all documents and instruments noted on Schedule B thereto as encumbrances on title (collectively the "Title Commitment") as soon as reasonably possible and in any event within ten (10) days of the date hereof. The Purchaser shall have until expiration of the Feasibility Period to report to Seller in writing any survey or title defects or other objections regarding the Property that are disclosed by Purchaser's examinations, other than examination of the Permitted Exceptions (as to which Purchaser has waived any objection), Title Commitment which, in Purchaser's sole discretion, materially adversely affect use of the Property as currently operated or make the title to the Property uninsurable or which impose restrictions on existing or future use of the Property which are not acceptable to Purchaser. Seller shall have the right, but not the duty to cure any such title objections reported by Purchaser. If the Seller is unable or unwilling to cure objections to the Purchaser's satisfaction prior to Settlement then, notwithstanding anything herein to the contrary, the Purchaser shall, at its option, either (i) terminate this Agreement, in which event the Deposit shall be refunded; or (ii) waive such defects and proceed to Settlement, with no reduction in the Purchase Price; provided, however, that all mortgages, deeds of trusts and other monetary liens may shall be deemed to have been objected to by Purchaser, shall be paid at Settlement, and the parties hereby authorize application of the Purchase Price proceeds to effect the same. If any additional matters of record are created after the date of the examination of title contemplated hereby, and prior to Settlement, Purchaser shall have the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement shall be deemed waived.

Title and Survey Objections. The Purchaser shall have until Within fifteen (15) days after the receipt of the latter of the Survey or the Title Commitment, but in no event after the date that is ten (10) days prior to the expiration of the Feasibility Inspection Period to report to Seller in writing any survey or title defects or other objections regarding the Property that are disclosed by Purchaser's examinations, other than the Permitted Exceptions (as defined below), Purchaser shall provide Seller with notice of any matters set forth in the Title Commitment or Survey which are unacceptable to Purchaser which matters shall be referred to herein as "Title Defects". Matters set forth in the Title Commitment or Survey to which Purchaser has waived any objection)does not timely object, whichall real property ad valorem taxes, in Purchaser's sole discretion, materially adversely affect use general or special assessments and other charges applicable to the Property and all matters that would be revealed by an accurate survey or physical inspection of the Property shall be referred to collectively herein as currently operated or make the title to the Property uninsurable or which impose restrictions on future use of the Property which are not acceptable to Purchaser"Permitted Exceptions". Seller shall have five (5) days after receipt of the rightaforesaid notice from Purchaser within which to elect (in the sole discretion of Seller) to utilize its best efforts to cure such Title Defects to the satisfaction of the Purchaser and the Title Company prior to the Closing Date (which cure shall be a condition to the closing). Seller's failure to elect to cure the Title Defects shall be deemed to be an election by Seller not to cure such Title Defects; provided, but not the duty however, that Seller shall be required to cure any such title objections reported mortgages and mechanic's liens against the Propertythat have been caused by PurchaserSeller. If In the event Seller is unable or unwilling elects not to cure objections to the Purchaser's satisfaction prior to Settlement thenany Title Defect within such five (5) day period, notwithstanding anything herein to the contrary, the then Purchaser shallmay, at its option, either option (i) terminate this Agreement, in which event whereupon the Deposit Agreement shall be refundeddeemed null and void and of no force and effect, and no party hereto shall have any further rights, obligations or liability hereunder (other than Purchaser's obligations under Section 4.A.); or (ii) waive accept title to the Property subject to such defects and proceed Title Defect without an adjustment to Settlement, with no reduction in the Purchase Price; provided. Purchaser, howeverat its option and upon written notice to Seller, that all mortgages, deeds may extend the last day permitted for Closing until the earlier of trusts and other monetary liens may be paid at Settlement, and (a) the parties hereby authorize application curing of the Purchase Price proceeds Title Defect so long as same is diligently pursued to effect completionor (b) thirty (30) days from the samelast day permitted for Closing. If any additional matters Title Defect shall not have been cured within such period, Purchaser may exercise its option under item (i) or (ii) above. At Closing, Seller shall provide the Title Company with such affidavits or other documents as are necessary to enable the Title Company to remove any exceptions from the Title Policy relating to mechanic's liens for work done during the ownership of record are created the Property by Seller. If, after the date expiration of the examination Inspection Period, the Title Company delivers to the parties written notice of title contemplated hereby(A) any new matters not reflected in theTitle Commitment (including, and without limitation, the refusal of the Title Company to provide insurance coverage against any gap, overlap, boundary dispute, hiatus or encroachment identified on the Survey which affects the Property or any adjacent properties but excluding any matters created by Purchaser) or (B) the Title Company's refusal to remove the General Sovereignty Lands Exception (if such a refusal was not given prior to Settlementthe end of the Inspection Period), then Purchaser shall have may, at its option (i) terminate this Agreement, whereupon the right to further delay Settlement a reasonable time to permit Seller to complete curative action. Any matters of title or survey not timely objected to by Purchaser or which are reported but not cured by Settlement Agreement shall be deemed waivednull and void and of no force and effect, and no party hereto shall have any further rights, obligations or liability hereunder (other than Purchaser's obligations under Section 4.A.); or (ii) accept title to the Property subject to such new matters without an adjustment to the Purchase Price.