Common use of Title Commitments Clause in Contracts

Title Commitments. Buyer hereby acknowledges that Buyer has received from the Title Company a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closing.

Title Commitments. Buyer hereby acknowledges that Buyer has received from Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) business days following the Effective Date, Seller shall obtain, at its sole cost and expense, and deliver to Purchaser, a title commitment for each of the projects comprising the Property (collectively, the “Title Company a commitment to issue Commitments”) for an A.L.T.A. ALTA Owner’s Policy of Title Insurance (standard coverage) for each of such project(collectively, the Properties“Title Policies”), along issued by the Title Company, insuring good and marketable fee simple title to the Property, together with legible copies of all documents referenced exceptions listed therein. Purchaser shall have a period of thirty (30) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in said title commitment Section 1.1(a) herein (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title PolicyParcel”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered comprising a survey portion of the Land for each Property from licensed surveyors (eachindividually, a “SurveyTitle Objection Letter”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretionbut not the obligation, to electcure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each project comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for five (5) days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or (ii) terminate this Agreement upon written notice to Seller and Escrow Agentwith respect to such Title Objection Property (or Title Objection Properties, to either as the case may be), whereupon (ia) terminate this Agreement and receive a return the allocable portion of the Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto (iitogether with all interest accrued thereon), shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (b) the parties shall proceed to take such title Closing with respect to the Property remainder of the Property, with no abatement the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property (except for abatement or Title Objection Properties, as the case may be) with respect to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) abovewhich this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and failure (c) neither party shall have any further right or obligation hereunder with respect to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. All exceptions set forth in Schedule B of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related which are not objected to Water Rights by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the extent reasonably requested by Buyer or required by “Permitted Encumbrances”. In the event that any update to any of the Title Company Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to issue any endorsements required for the Title PoliciesPurchaser, provided that the Purchaser shall within five (5) days after receipt of any such estoppels update to such Title Commitment notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall not have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (“Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be a condition removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement as to close. Furtherthe Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for ii) five (5) days after Seller’s legal counselwritten notice to Purchaser of Seller’s ministerial involvement intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in coordinating the event Seller does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (x) the allocable portion of the Deposit for such curative mattersTitle Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), cure shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any defects revealed on a Survey that was not revealed on a prior survey contrary instructions which might be provided by Seller, (y) the parties shall proceed to Buyer as part Closing with respect to the remainder of the Due Diligence MaterialsProperty, provided that such cure with the Purchase Price being reduced by the portion of the Purchase Price allocable to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (z) neither party shall not be a condition have any further right or obligation hereunder with respect to closingthe applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto.

Title Commitments. Buyer hereby acknowledges that Buyer Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Purchaser has received from the Title Company ordered a title commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Propertiesself storage facilities comprising the Property (collectively, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing ) for an A.L.T.A. ALTA Owner’s 's Policy of Title Insurance for each such self storage facility (standard coveragecollectively, the “Title Policies”), issued by the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. Purchaser shall have fifteen (15) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (as defined in Section 4.1.3), but in no event later than the last day of the Approval Period, to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in Section 1.1(a) (the "Parcel") comprising a portion of the Property (individually, a “Title PolicyObjection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below in this Section 4.1.2) insuring by Closing. Seller shall notify Purchaser in writing within five (5) business days following Seller’s receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the Land event that Seller does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (whether fee or leaseholddoes not timely respond to any such Title Objection Letter), then each self storage facility comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as applicablea “Title Objection Property”. Purchaser shall have the right for ten (10) business days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) business days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance (as defined below in this Section 4.1.2), or (ii) terminate this Agreement upon written notice to Seller (“Purchaser’s Title Notice”) with respect to such Title Objection Property (or Title Objection Properties, as the Properties. Buyer further acknowledges that Buyer has ordered a survey case may be), whereupon (a) the parties shall proceed to Closing with respect to the remainder of the Land for each Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and or Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfyObjection Properties, as applicablethe case may be) with respect to which this Agreement is being terminated, or cause to be cured or satisfied, at Sellers’ expense, only those matters as set forth on Schedule 7.1“C” attached hereto, together and (b) neither party shall have any further right or obligation hereunder with respect to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. All exceptions set forth in Schedule B of the Title Commitments which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any monetary update to any of the Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Purchaser, Purchaser shall within ten (10) business days after receipt of any such update to such Title Commitment notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, tax liensdeeds of trust, tax redemption certificatesdeeds to secure debt, mechanics mechanics’ liens (including notices or monetary judgments that appear on any of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount Title Commitments (collectively, “Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement as to the Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the applicable Closing Date, (ii) ten (10) business days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) business days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (y) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and together (z) neither party shall have any further right or obligation hereunder with respect to the matters on Schedule 7.1applicable Title Objection Property (or Title Objection Properties, as the “Seller Curative Matters”)case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. Buyer acknowledges and agrees that all other matters appearing on Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement as to a Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Objection Property, Buyer Seller shall have the right, in its sole and absolute discretion, to electterminate this Agreement with respect to all of the other Properties (which, together with the Title Objection Property, shall be collectively referred to as the “Title Portfolio Properties”) owned by the entity comprising Seller which also owns the Title Objection Property, upon written notice delivered by Seller to Purchaser within two (2) business days of Seller’s receipt of Purchaser’s Title Notice (herein referred to as “Seller’s Title Notice”), whereupon the Purchase Price shall be adjusted in accordance with Schedule “C” hereto, and the parties shall have no further obligations hereunder as concerns any such Title Portfolio Properties, except that for a period of one year following Seller’s Notice, if Seller and Escrow Agentelects to sell one or more of the Title Portfolio Properties, Seller must first offer, by written notice to Purchaser (the “Title Offer Notice”), to either sell such property or properties to Purchaser, which sale shall be (i) terminate upon the same terms and conditions set forth in this Agreement for a period of six (6) months following Seller’s Title Notice, and receive a return of the Deposit or (ii) upon such terms and conditions as Seller hereafter elects to take market such title properties for the second six (6) month period following Seller’s Title Notice (herein referred to as the “Title Right of First Offer”). Purchaser shall have a period of thirty (30) days after receipt of the Title Offer Notice within which to accept Seller’s offer to sell such property or properties by delivering written notice of such acceptance to Seller. If Purchaser does not elect to accept Seller’s offer to purchase such property or properties offered to Purchaser by Seller then the Title Right of First Offer shall expire as to the Property with no abatement of property or properties offered; provided that the Purchase Price (except for abatement to property or properties offered are sold at the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has price or a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed higher price stated in the Title Commitments or related to Water Rights to Offer Notice. Upon the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt purchase of any such estoppels Title Portfolio Properties, the Purchaser shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part pay Seller the applicable incremental percentage of the Due Diligence Materials, provided that such cure Transition Fee. The terms of this Section 4.1.2 shall not be a condition to closingsurvive Closing.

Title Commitments. Buyer hereby acknowledges In the event that Buyer any matter appearing in any title commitment or title policy previously delivered to Purchaser, or any update thereto or new title commitment obtained by Purchaser (any of same being a "Title Commitment") other than Permitted Encumbrances, is unacceptable to Purchaser (each a "Title Defect"), Purchaser shall have notified MOP in writing of such facts and the reasons therefor ("Purchaser's Title Objections"). The parties acknowledge that, as of the date hereof, Purchaser has received from the delivered to MOP Purchase Title Company a commitment Objections with respect to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each all of the Properties. Anything herein to the contrary notwithstanding, along Purchaser's Title Objections may not include (i) any of the Existing Secured Indebtedness, (ii) any inchoate mechanic liens for completed construction, or construction in progress, provided the same is paid or transferred to bond by MOP or the respective Seller prior to or at Closing, (iii) any Lease, except for Transfer Restrictions contained in any Lease, which shall be governed by Section 7.04 hereof, (iv) utility easements provided same are customary in connection with legible copies of all documents referenced in said title commitment (or which reasonably serve) the “Title Commitments”)Improvements and do not lie under any building areas, such that Buyer shall obtain from Escrow Agent (v) liens for unpaid taxes, charges or assessments which are not yet due and payable but not yet delinquent, provided the same are paid at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfyor, as applicable, prorated in the manner set forth in Section 4.02(a), or (vi) zoning or other building regulations provided the same do not prohibit or impair in any material respects the use of the Properties as each is currently being used, as contemplated by this Agreement (each of same being a "Permitted Encumbrance"). MOP shall respond in writing to any of Purchaser's Title Objections no later than the close of business on March 8, 2004, as to whether MOP intends to cause (or to cause the Title Company to cause) same to be eliminated, insured over, modified or cured prior to the Closing Date. Notwithstanding anything to the contrary contained herein, Sellers and MOP shall have no obligation to take any steps or satisfiedbring any action or proceeding or otherwise to incur any effort or expense whatsoever to eliminate, at Sellers’ expenseinsure over or modify any Title Objections except as the same relate to liens other than the liens securing the Existing Secured Indebtedness, only those matters set forth on Schedule 7.1judgments or consensual liens which are outstanding that have been reduced to a sum certain or liquidated amount and have not been bonded off. In the event MOP so informs Purchaser in writing that MOP is unable or unwilling to eliminate, together with any monetary lienscure or modify all of the Title Defects by the Closing Date, mortgagesor if MOP has not timely responded in writing to Purchaser's Title Objections, tax liensPurchaser may (as its sole and exclusive remedy) treat the Property or Properties that is or are the subject of Purchaser's Title Defects as an Excluded Property by delivering notice thereof in writing to MOP within five (5) Business Days following the date upon which Purchaser receives the notice provided for above from MOP regarding MOP's intent to cure Title Objections, tax redemption certificates, mechanics liens (including notices of commencement) such collective title review and judgment liens encumbering objections periods being hereinafter referred to as the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”"Title Review Period"), and together with such affected Property or Properties shall thereupon be an Excluded Property for all purposes under this Agreement. Provided, however, prior to excluding any Property under this Section 3.03 (a), Purchaser shall contact MOP in order to apprise MOP of Purchaser's intention to so exclude a Property or Properties. Upon the matters on Schedule 7.1expiration of the Title Review Period, except for any of the “Seller Curative Matters”). Buyer acknowledges Title Defects that MOP or the Title Company has agreed in writing to cure, insure over, or eliminate, and agrees that except for Properties excluded by Purchaser as described in the preceding sentence, Purchaser shall be deemed to have accepted the form and substance of all other matters appearing on exceptions to the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby other items shown thereon which shall thereupon be deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingEncumbrances.

Title Commitments. Buyer hereby acknowledges that Buyer has received from Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the Effective Date, Purchaser shall order a title commitment for each of the projects and shall make commercially reasonable efforts to cause Escrow Agent to deliver the title commitments within thirty (30) days of the Effective Date, comprising the Property (collectively, the “Title Company a commitment to issue Commitments”) for an A.L.T.A. ALTA Owner’s Policy of Title Insurance (standard coverage) for each such project (collectively, the “Title Policies”), issued by the Escrow Agent on behalf of the PropertiesTitle Company, along insuring good and marketable fee simple title to the Property, together with legible copies of all documents referenced in said title commitment exceptions listed therein. Purchaser shall have a period of fifteen (15) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Title Commitments”Surveys” (defined below), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Ownerto deliver to Seller a written notice of Purchaser’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring objections to title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered for each project comprising a survey portion of the Land for each Property from licensed surveyors (eachindividually, a “SurveyTitle Objection Letter”). Buyer and Seller acknowledge that Buyer has submitted shall have the right, but not the obligation, to Sellers and Title Company written notice from Buyer specifying any alleged defects in or cure Purchaser’s objections to the title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) on or by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of a Title Objection Letter concerning which title shown in the Title Commitments. objections, if any, Seller has agreed to cure and Seller shall have thirty (30) days to cure. In the event that Seller does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (or satisfy, as applicable, or cause does not timely respond to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such SurveyTitle Objection Letter), are hereby then each project comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for five (5) days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing and proceed to Closing (in which event such waived title objection shall be deemed to be a “Permitted ExceptionsEncumbrance”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the rightas defined below), in its absolute discretion, to elect, or (ii) terminate this Agreement upon written notice to Seller and Escrow Agentwith respect to such Title Objection Property (or Title Objection Properties, as the case may be), (b) the parties shall proceed to either (i) terminate this Agreement and receive a return Closing with respect to the remainder of the Deposit or (ii) to take such title to Property, with the Property with no abatement Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property (except for abatement or Title Objection Properties, as the case may be) with respect to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) abovewhich this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and failure (c) neither party shall have any further right or obligation hereunder with respect to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. All exceptions set forth in Schedule B of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related which are not objected to Water Rights by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the extent reasonably requested by Buyer or required by “Permitted Encumbrances”. In the event that any update to any of the Title Company Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to issue any endorsements required for the Title PoliciesPurchaser, provided that the Purchaser shall within five (5) days after receipt of any such estoppels update to such Title Commitment notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall not have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to or at Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (“Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be a condition removed by Seller in accordance with the preceding sentence). Purchaser may terminate this Agreement as to close. Furtherthe Title Objection property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for ii) five (5) days after Seller’s legal counselwritten notice to Purchaser of Seller’s ministerial involvement intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in coordinating such curative matters)the event Seller does not timely respond thereto. Upon a termination of this Agreement, cure any defects revealed on with respect to a Survey that was not revealed on a prior survey provided Title Objection Property (or Title Objection Properties, as the case may be) pursuant to Buyer as part the immediately preceding sentence, (x) the parties shall proceed to Closing with respect to the remainder of the Due Diligence MaterialsProperty, provided that such cure with the Purchase Price being reduced by the portion of the Purchase Price allocable to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (y) neither party shall not be a condition have any further right or obligation hereunder with respect to closingthe applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto.

Title Commitments. Buyer hereby acknowledges that Buyer has received from Seller shall convey good and marketable fee simple title to the Title Company Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) business days following the execution of this Agreement, Purchaser shall order a title commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Propertiesprojects comprising the Property (collectively, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing ) for an A.L.T.A. Texas Owner’s 's Policy of Title Insurance for each such project, as applicable (standard coverage) (collectively, the “Title PolicyPolicies”) ), issued by the Escrow Agent on behalf of the Title Company, insuring good and marketable fee simple title to the Land Property, together with copies of all exceptions listed therein. Purchaser shall have ten (whether fee 10) days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Survey” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in Section 1.1(a) above (herein, the "Parcel") comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) business days following Seller’s receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (or leaseholddoes not timely respond to any such Title Objection Letter), then each project comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for five (5) days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as applicabledefined below), or (ii) terminate this Agreement upon written notice to Seller with respect to such Title Objection Property (or Title Objection Properties, as the case may be), whereupon (a) the allocable portion of the Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfywhich this Agreement is being terminated, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, “C” attached hereto (together with all interest accrued thereon) shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any monetary contrary instructions which might be provided by Seller, (b) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (c) neither party shall have any further right or obligation hereunder with respect to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. Notwithstanding the foregoing, if this Agreement is terminated by Purchaser with respect to some but not all of the self-storage facilities, then Seller may at its option elect to terminate this Agreement with respect to all of the self-storage facilities and neither party shall have any further obligation hereunder except for the Surviving Obligations, which election must be made by Seller within 10 days after Buyer provides written notice to Seller that Buyer is terminating this Agreement with respect to some but not all of the self storage facilities. All exceptions set forth in Schedule B of the Title Commitments which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Title Commitments or Surveys indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments or Surveys and that are unacceptable to Purchaser, in its sole and absolute discretion, Purchaser shall have five (5) days after receipt of any such update to such Title Commitment or Survey to notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, tax liensdeeds of trust, tax redemption certificatesdeeds to secure debt, mechanics mechanics’ liens (including notices or monetary judgments that appear on any of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount Title Commitments (collectively, “Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be removed by Seller in accordance with the preceding sentence), Purchaser may terminate this Agreement as to the Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (x) the allocable portion of the Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto (together with all interest accrued thereon), shall be refunded to Purchaser, without the consent or joinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller, (y) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and together (z) neither party shall have any further right or obligation hereunder with respect to the matters on Schedule 7.1applicable Title Objection Property (or Title Objection Properties, as the “Seller Curative Matters”)case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. Buyer acknowledges and agrees that Notwithstanding the foregoing, if this Agreement is terminated by Purchaser with respect to some but not all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the self-storage facilities, then Seller Curative Matters before Closing may at its option elect to terminate this Agreement with respect to all of the self-storage facilities and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer neither party shall have any further obligation hereunder except for the rightSurviving Obligations, in its absolute discretion, to elect, upon which election must be made by Seller within 10 days after Buyer provides written notice to Seller and Escrow Agent, to either (i) terminate that Buyer is terminating this Agreement and receive a return with respect to some but not all of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingself storage facilities.

Title Commitments. Buyer hereby acknowledges Sellers have delivered the Preliminary Title Report to Buyer. Buyers shall use the Preliminary Title Report to obtain commitments for title insurance issued by the Title Company ("TITLE COMMITMENTS") committing to insure Buyer's title in the Real Property including, without limitation, minerals and mineral rights, in an amount equal to the fair market value thereof, which Title Commitments shall be for ALTA Form Owner's Policies containing extended coverage, survey, zoning 3.1 (with parking), contiguity (if applicable), property index number, location, access and leasehold (with respect to the Leasehold Interests) endorsements and shall deliver pro-forma title insurance policies prior to the Closing Date. Within five (5) Business Days of the date that Buyer has received from all of the Title Company a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance Commitments (standard coverage) for each of the Properties, along with legible including copies of all of the documents referenced on Schedule B thereto) and Surveys, Buyer shall deliver to Sellers, in said title commitment (the “Title Commitments”)writing, such that objections as Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title may have to the Land (whether fee anything reflected, contained, determined or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1therein which would reasonably be expected to have a Material Adverse Effect. Any such title or survey matters as to a particular portion of Real Property to which Buyer does not object within such time period, together with any monetary liensother Permitted Exceptions, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices shall be deemed to be Permitted Exceptions hereunder as to such portion of commencement) and judgment liens encumbering Real Property. If exceptions to the Properties and/or title to the Associated Real Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on are contained in the Title Commitments or any Schedule to this Agreement, or if exceptions appear from the Surveys, and as may appear on any Surveyif in either case Buyer delivers written objections thereto in accordance with this SECTION 4.7, whether then Sellers shall have a period of five (5) Business Days within which to (i) cure, remove or not insure over such exceptions to the reasonable satisfaction of Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller (ii) provide Buyer with notice that it is unable to complete cure, remove or insure over such exceptions. Sellers shall in good faith use Best Efforts to eliminate or cure all title or survey defects, without the cure expenditure of funds, to which Buyer objects in accordance with this SECTION 4.7. If Sellers are unable to cure, remove or insure over the exceptions within such five (5) Business Day period or if Sellers provide written notice to such effect to Buyer, then by written notice to Sellers within five (5) Business Days after the earlier of the Seller Curative Matters before Closing and expiration of such Seller Curative Matter has a Material Adverse Effect on a Propertyfive (5) Business Day period or Buyer's receipt of Sellers' notice to such effect, Buyer shall have the right, in its absolute discretionas Buyer's sole remedy hereunder, to elect(A) waive its objections and accept title subject to the exceptions without set-off or reduction in the Purchase Price, upon written notice to Seller and Escrow Agent, to either or (iB) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrarycontrary herein, Seller the inclusion of the matters set forth in the Preliminary Title Report in the description of the Real Property shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by not prohibit Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related raising objections to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, such matters as provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingherein.

Title Commitments. Buyer hereby acknowledges that Buyer has received from To assist each Party (as a “Recipient”) in its review of the Title Company Exchange Properties it is to acquire pursuant to this Agreement, each Party (as a “Provider”) shall deliver to the other Party, promptly after the execution of this Agreement, a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance for title insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title PolicyCommitment”) insuring title to that covers the Land (whether fee or leaseholdExchange Properties, as applicable. Provider authorizes Recipient: (i) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying contact any alleged defects in or objections to the title shown in professionals who prepared the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit or ; (ii) to take such discuss the Title Commitments with the professionals; and (iii) to have one or more of those commitments updated. If exceptions to title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed applicable Exchange Properties have been raised in the Title Commitments or related accompanying documents and if the Recipient delivers an objection notice to Water Rights Provider stating Recipient’s objections, then Provider shall have five (5) business days after receipt of such notice to notify Recipient in writing of whether Provider is able and willing to satisfy such objections (“Provider’s Notice”). In the event Provider agrees in Provider’s Notice to satisfy Recipient’s objections to title, then Provider shall cure such objections prior to the extent reasonably requested by Buyer Closing. If Provider fails to provide Provider’s Notice within such five (5) business day period, Provider shall be deemed to have elected to not satisfy Recipient’s title objections. If Provider, in Provider’s Notice, refuses to cure Recipient’s objections to title, or required by the Title Company if Provider fails to issue any endorsements required for the Title Policiesprovide a Provider’s Notice, provided that the Recipient shall have five (5) business days after receipt of any such estoppels notice to notify Provider, in writing as to whether Recipient shall not (i) waive such objections, or (ii) terminate this Agreement, in which event the Parties shall be a condition released of all duties and obligations hereunder. If Recipient fails to closerespond within such five (5) business day period, then Recipient shall be deemed to have elected to waive such objections. FurtherIf the Agreement is terminated as provided in this paragraph, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request then the Parties hereunder shall be relieved of all their respective rights and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingobligations hereunder.

Title Commitments. Buyer hereby acknowledges that Buyer has received from Seller shall convey good and marketable title to the Property to Purchaser at Closing, subject only to the “Permitted Encumbrances” (defined below). Within five (5) days following the execution of this Agreement, Purchaser shall order a title commitment for each of the projects comprising the Property (collectively, the “Title Company a commitment to issue Commitments”) for an A.L.T.A. ALTA Owner’s Policy of Title Insurance (standard coverage) for each such project (collectively, the “Title Policies”), issued by the Escrow Agent on behalf of the PropertiesTitle Company, along insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. Purchaser shall have ten (10) days following its receipt of the Title Commitments, legible copies of all documents referenced in said exceptions listed therein and the “Survey” (defined below), to deliver to Seller a written notice of Purchaser’s objections to title commitment for the Property (the “Title Commitments”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey of the Land for each Property from licensed surveyors (each, a “SurveyObjection Letter”). Buyer and Seller acknowledge that Buyer has submitted shall have the right, but not the obligation, to Sellers and Title Company written notice from Buyer specifying any alleged defects in or cure Purchaser’s objections to the title shown title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below) by Closing. Seller shall notify Purchaser in writing within five (5) days following Seller’s receipt of the Title Commitments. Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all of the objections in such Title Objection Letter to Purchaser’s sole satisfaction (or satisfydoes not timely respond to such Title Objection Letter), then Purchaser, as applicableits sole and exclusive remedy, shall have the right for ten (10) days after receipt of Seller’s response to the Title Objection Letter (or ten (10) days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing (in which event such waived title objection shall be deemed to be a “Permitted Encumbrance”, as defined below), or cause (ii) terminate this Agreement upon written notice to Seller, whereupon the ▇▇▇▇▇▇▇ Money shall be cured refunded to Purchaser, without the consent or satisfiedjoinder of Seller being required and notwithstanding any contrary instructions which might be provided by Seller and neither party shall have any further right or obligation hereunder, at Sellers’ expense, only those matters other than the Surviving Obligations relating thereto. All exceptions set forth on in Schedule 7.1, together with B of the Title Commitments which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any monetary update to any of the Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Purchaser, Purchaser shall within five (5) days after receipt of any such update to such Title Commitment notify Seller in writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense whatsoever to eliminate or modify any of the Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, tax liensdeeds of trust, tax redemption certificatesdeeds to secure debt, mechanics mechanics’ liens (including notices or monetary judgments that appear on any of commencement) and judgment the Title Commitments, other than liens encumbering securing the Properties and/or the Associated Property of an ascertainable amount Loan (collectively, “Monetary Liens”). In the event Seller is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and together Monetary Liens required to be removed by Seller in accordance with the matters on Schedule 7.1preceding sentence), Purchaser, as its sole and exclusive remedy, may terminate this Agreement by delivering notice thereof in writing to Seller by the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on earliest to occur of (i) the Title Commitments and as may appear on any SurveyClosing Date, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon (ii) five (5) days after Seller’s written notice to Purchaser of Seller’s intent to not cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller and Escrow Agent, to either (i) terminate does not timely respond thereto. Upon a termination of this Agreement and receive a return of the Deposit or (ii) pursuant to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence sentence, the ▇▇▇▇▇▇▇ Money shall be deemed an election under (ii) aboverefunded to Purchaser, and failure without the consent or joinder of Seller to cure being required and notwithstanding any contrary instructions which might be provided by Seller Curative Matterand neither party shall have any further right or obligation hereunder, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to other than the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels in form and substance prepared by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingSurviving Obligations relating thereto.

Title Commitments. Buyer hereby acknowledges that Buyer has received from Prior to the Title Company Closing, Alon may in its sole discretion obtain a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment (the “Title CommitmentsCommitment”), such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of ) for one or more ALTA title insurance policies (the "Title Insurance (standard coveragePolicies”) to be issued by a title company selected by Alon (the “Title PolicyCompany”) insuring title to and a survey (the Land (whether fee or leasehold, as applicable“Survey”) with respect to each parcel of Owned Real Property and Leased Real Property. Each Title Commitment shall list as exceptions all matters that may affect title to such Owned Real Property, including, without limitation, all easements, covenants, restrictions, Liens, encumbrances, tenancies and other exceptions to title affecting title to the Propertiesapplicable parcel of Real Property (collectively, the “Exceptions”) and shall include copies of all instruments creating such Exceptions. Buyer further acknowledges that Buyer has ordered a survey Alon may following its review of any Title Commitment and no more than ten days after receipt of the Land for each Title Commitment, provide the Acquired Companies with written notice of objection to any Exceptions (other than the Permitted Liens, except Permitted Liens which are unrecorded Liens) that it claims constitutes a title or survey defect that first occurred during the period such Owned Real Property from licensed surveyors was owned by the Acquired Companies, or if a shorter period, during the period the applicable Acquired Company was owned, directly or indirectly, by the Sellers (each, a the “SurveyTitle Objections”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer shall have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit or (ii) to take such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller The Acquired Companies shall use commercially reasonable efforts to requestcure or remove such Title Objections to Alon’s reasonable satisfaction prior to Closing; provided however, at Seller’s sole cost so long as the Acquired Companies have used commercially reasonable efforts to cure or remove such Title Objections, the cure or removal of such Title Objections shall not be a condition of Alon to close the transactions contemplated hereby. Sellers and expense, estoppels the Acquired Companies agree to reasonably cooperate with Alon in form and substance prepared by Buyer from executing any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent documents reasonably requested by Buyer or required by the Title Company which may be necessary to issue the Title Policies, including providing any endorsements affidavit reasonably requested by the Title Company or Alon to evidence the payment or satisfaction of any Liens, to evidence the payment of any Taxes affecting the Owned Real Property, or to evidence the satisfaction of any other matter which Alon may be required to establish in order to obtain the Title Policies or any endorsement thereto (other than in each case, Permitted Liens, except Permitted Liens which are unrecorded Liens, if satisfied). Alon shall pay the premium for the Title Policies, provided that the receipt fees for title searches and costs of any such estoppels endorsements or deletions to the Title Policies. In addition, Alon shall not be a condition pay for the costs of Surveys, if any, that Alon elects to close. Further, Sellers hereby agree obtain with respect to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding the Real Property or any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingportion thereof.

Title Commitments. Buyer hereby acknowledges that Buyer has received from (a) Promptly following the Title Company a commitment to issue an A.L.T.A. Owner’s Policy of Title Insurance Effective Date, Purchaser shall procure preliminary title commitments (standard coverage) for each of the Properties, along with and complete legible copies of all documents or items referenced therein as exceptions) for the Hotels from the Title Company providing for issuance by the Title Company of the Title Policies in said title commitment respect of the Property (collectively, the “Title Commitments”). Purchaser shall, such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) (on or before the “Title Policy”) insuring title to the Land (whether fee or leasehold, as applicable) with respect to the Properties. Buyer further acknowledges that Buyer has ordered a survey expiration of the Land for each Property from licensed surveyors (eachObjection Period, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted object or approve in writing to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections to the title matters shown in any Title Commitment to which it wishes to object or approve; provided, however, that a failure by Purchaser to object to or approve of any such matters within the Title CommitmentsObjection Period shall be deemed to constitute Purchaser’s approval of same. Seller has agreed If Purchaser timely objects to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters any item set forth on Schedule 7.1in any Title Commitment, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative Matters”). Buyer acknowledges and agrees that all other matters appearing on the Title Commitments and as may appear on any Survey, whether or not Buyer has yet received or reviewed any such Survey, are hereby deemed to be “Permitted Exceptions”. If Seller is unable to complete the cure of the Seller Curative Matters before Closing and such Seller Curative Matter has a Material Adverse Effect on a Property, Buyer then Sellers shall have the right, but not the obligation, to cure such objections or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. Sellers shall have until 5:00 p.m. Eastern Time on the Cure Date to cure such objections or agree and acknowledge in writing that such objections will be cured prior to or upon Closing. If Sellers timely cure or commit in writing to cure such objections, then the Title Commitments shall be deemed approved conditionally (subject to the curing the applicable objections), and all other approved exceptions therein shall then become Permitted Encumbrances. If Sellers do not timely cure such objections prior to the Cure Date in a manner satisfactory to Purchaser in its absolute sole discretion, to electthen Purchaser shall, upon written notice to Seller and Escrow Agenton or before five (5) Business Days after the Cure Date, to either (i) terminate this Agreement and receive by delivering to Sellers a return written notice of termination, whereupon Escrow Agent shall disburse the Deposit ▇▇▇▇▇▇▇ Money to Purchaser, or (ii) to take such title waive its objection to the Property disapproved items that Sellers have not cured or committed to cure, which shall then become Permitted Encumbrances. Purchaser’s failure to timely provide Sellers and Escrow Agent with no abatement a written notice of waiver shall be deemed to constitute Purchaser’s election not to terminate this Agreement. (b) Purchaser shall have five (5) Business Days after receipt of any updates to any Title Commitment (including receipt of any documents referenced in such update) to object to or approve any matters disclosed therein which were not disclosed in the Purchase Price original Title Commitment, and the procedure for objecting and approving such matters and Purchaser’s right to terminate this Agreement, if applicable, shall be as set forth in Section 4.1(a) except that the “Objection Period” shall mean the five (except for abatement to the extent of Monetary Liens). Failure by Buyer to deliver the notice 5) Business Day period referred to in this clause (b). (c) Notwithstanding the immediately preceding sentence foregoing, Sellers shall cause all Encumbrances (other than the DFW Loan) to be deemed an election under (ii) abovereleased from the Property prior to Closing at Sellers’ sole expense, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to that the contrary, Seller shall use commercially reasonable efforts to requestProperty shall, at Seller’s sole cost Closing, be free and expenseclear of all Encumbrances other than the DFW Loan, estoppels in form any liens for current real property taxes and substance prepared assessments not yet due and payable and any new liens placed on the Property by Buyer from any associations, declarants under declarations or other third parties disclosed in the Title Commitments or related to Water Rights to the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and Purchaser at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingClosing.

Title Commitments. Buyer hereby acknowledges that Buyer has received from Within thirty (30) days after the Title Company a commitment date of this Agreement, Seller, at its sole expense, shall provide owner’s preliminary title commitments for the Real Property dated subsequent to issue an A.L.T.A. Owner’s Policy of Title Insurance (standard coverage) for each of the Properties, along with legible copies of all documents referenced in said title commitment date hereof (the “Title Commitments”). Said reports shall be issued by a title insurer approved by Buyer in a form reasonably acceptable to Buyer, and shall contain the commitment of such that Buyer shall obtain from Escrow Agent at Closing an A.L.T.A. Ownertitle company to issue land owner’s Policy of Title Insurance (standard coverage) (the “Title Policy”) title insurance policies insuring Buyer’s title to the Land (whether fee or leasehold, Real Property as applicable) with respect good and marketable in the amounts equal to the Properties. Buyer further acknowledges that Buyer has ordered a survey Book Value of the Land for each Property from licensed surveyors (eachReal Properties, a “Survey”). Buyer and Seller acknowledge that Buyer has submitted to Sellers and Title Company written notice from Buyer specifying any alleged defects in or objections subject only to the title shown in the Title Commitments. Seller has agreed to cure or satisfy, as applicable, or cause to be cured or satisfied, at Sellers’ expense, only those matters set forth on Schedule 7.1, together with any monetary liens, mortgages, tax liens, tax redemption certificates, mechanics liens (including notices of commencement) and judgment liens encumbering the Properties and/or the Associated Property of an ascertainable amount following (collectively, “Monetary Liens”, and together with the matters on Schedule 7.1, the “Seller Curative MattersPermitted Exceptions”): (a) liens for property taxes that are not delinquent nor subject to penalty; (b) conditions and restrictions of record, provided that the same do not unreasonably interfere with Buyer’s proposed use of the Real Property and do not contain a reverter or right of reentry; and (c) public and utility easements and roads and highways of record, if any, provided that the same are not violated by the improvements on the Real Property or the use thereof. If the Title Commitments delivered pursuant to this Section 5.9 disclose title exceptions other than Permitted Exceptions (“Unpermitted Exceptions”). , Buyer acknowledges and agrees that all other matters appearing shall notify Seller of objections to any Unpermitted Exceptions shown on the Title Commitments in writing within ten (10) Business Days of receipt of all of the Title Commitments, so-called “Schedule B” documents referenced in the Title Commitments and as may appear on any Surveythe Surveys (the “Objection Notice”), whether or not Buyer has yet received or reviewed any otherwise all such Survey, are hereby Unpermitted Exceptions reflected therein shall be deemed to be “Permitted Exceptions”. If .” Seller is unable to complete shall then have twenty (20) days from the cure date of receipt of the Objection Notice (and the parties shall postpone the Closing Date, if necessary to enable Seller Curative Matters before Closing and to undertake such Seller Curative Matter has a Material Adverse Effect on a Propertyactivities) to have such Unpermitted Exceptions cleared, Buyer shall or to have the right, in its absolute discretion, to elect, upon written notice to Seller and Escrow Agent, to either (i) terminate this Agreement and receive a return of the Deposit title insurer commit or (ii) to take insure against loss or damage that may be occasioned by such title to the Property with no abatement of the Purchase Price (except for abatement to the extent of Monetary Liens). Failure Unpermitted Exceptions by Buyer to deliver the notice referred to in the immediately preceding sentence shall be deemed an election under (ii) above, and failure of Seller to cure any Seller Curative Matter, and such failure has a Material Adverse Effect on a Property, shall be a Seller Default under this Agreement. Notwithstanding anything herein to the contrary, Seller shall use commercially reasonable efforts to request, at Seller’s sole cost and expense, estoppels endorsement in form and substance prepared by reasonably satisfactory to Buyer. Seller also shall execute and deliver to Buyer from any associationsat the time of Closing such affidavits and other instruments, declarants under declarations or other third parties disclosed in if any, as the title insurance company issuing the Title Commitments or related may reasonably require to Water Rights to delete the extent reasonably requested by Buyer or required by the Title Company to issue any endorsements required for the Title Policies, provided that the receipt of any such estoppels shall not be standard exceptions appearing as “Schedule B” items in a condition to close. Further, Sellers hereby agree to use commercially reasonable efforts to, upon Buyer’s reasonable request and at Buyer’s expense (excluding any reimbursement for Seller’s legal counsel’s ministerial involvement in coordinating such curative matters), cure any defects revealed on a Survey that was not revealed on a prior survey provided to Buyer as part of the Due Diligence Materials, provided that such cure shall not be a condition to closingstandard ALTA owners title insurance policy.