Common use of Title Commitments Clause in Contracts

Title Commitments. Each Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and a survey of the Real Property (the “Survey”) and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c).

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges and agrees that it at Closing, subject only to the “Permitted Encumbrances” (defined below). Purchaser has reviewed preliminary Title Commitments and ordered a survey title commitment for each of the Real self storage facilities comprising the Property (collectively, the “Title Commitments”) for an ALTA Owner’s Policy of Title Insurance for each such self storage facility (collectively, 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 “SurveyParcel”) and 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 in this Section 4.1.2) 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 exceptions 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 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 a “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 case may be), whereupon (a) 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 B “C” attached hereto, and (b) neither party shall have any further right or obligation hereunder with respect to each such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed on Exhibit Ebeing terminated, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Surviving Obligations relating thereto. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates 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 Survey 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 Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within ten (10) business days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by 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 on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (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 (collectively, “Monetary Liens”). In the event Seller shall 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 responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe 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) Seller and PropCo ten (10) business days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) business days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser 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 each pay 50% proceed to Closing with respect to the remainder of the premium attributable Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to OpCo Purchaser’s non-imputation endorsementthe 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 (ivz) neither party shall have any further right or obligation hereunder with respect to the 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. Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement as to a Title Objection Property, Seller shall have the right, in its sole and absolute discretion, to terminate 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 elects to sell one or more of the Title Portfolio Properties, Seller must first offer, by written notice to Purchaser (the “Title Offer Notice”), to sell such property or properties to Purchaser, which sale shall be (i) upon the same terms and conditions set forth in this Agreement for a period of six (6) months following Seller’s Title Notice, and (ii) upon such terms and conditions as Seller hereafter elects to market such 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 or properties offered; provided that the property or properties offered are sold at the price or a higher price stated in the Title Offer Notice. Upon the purchase of any Title Portfolio Properties, the Purchaser shall pay Seller the applicable incremental percentage of the Transition Fee. The terms of this Section 6(c)4.1.2 shall survive Closing.

Title Commitments. Each Upon or within fifteen (15) days following the Closing Date, Sellers shall deliver to Purchaser acknowledges and agrees that it has reviewed preliminary commitments for the issuance of title insurance covering each parcel of real property included in the Purchased Assets, from title insurance companies acceptable to Purchaser (the "Title Commitments"). The Title Commitments shall provide for the issuance to Purchaser and any lender, if requested by Purchaser, of ALTA owner's and lender's title insurance policies, as the case may be, covering each parcel of real property included in the Purchased Assets (allocating the Purchase Price among the various parcels in a survey manner reasonably acceptable to Purchaser and Sellers), subject only to the following permitted exceptions (the "Permitted Encumbrances"): (i) current real estate taxes not yet due and payable (to be pro rated as of the Real Property Closing Date), (ii) non-delinquent assessments for any general or special improvement districts not yet due and payable (to be pro rated as of the “Survey”Closing Date), (iii) and that all exceptions to title set forth on Schedule B to each Title Commitmentcovenants, each of which is listed on Exhibit Econditions, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofrestrictions, easements, reservations, and that Seller shall not be obligated to remove any such other matters constituting Permitted Liens. Purchasers shall forward a copy of any updates record as of the dates of the Title Commitments which are acceptable to Purchaser, and updates (iv) the standard exceptions found in ALTA title commitments. Sellers shall also deliver or cause title companies to deliver to Purchaser and any lender, if requested by Purchaser, legible and complete copies of all recorded documents referenced in the Title Commitments If Purchaser proceeds to Closing, Sellers shall cause the title companies to deliver to Purchaser an ALTA title insurance policy in accordance with the Title Commitments as to each of the Survey to Seller and Seller’s attorneys promptly upon receiptparcels of real estate included in the Purchased Assets (the "Policies"). The applicable Policies shall name Purchaser and any lender as the insured and shall provide coverage in the allocated dollar amounts agreed upon between Purchaser and Sellers. Sellers shall cause the title companies to issue the owner's and lender's Policies to Purchaser and any lender(s) on or prior to the Funding Date, but effective as of the Closing Date. Sellers shall bear the cost of providing the Title Commitments and the Policies. .In the event that Sellers fail to provide the Title Commitments or the Policies on or before April 30, 1999, Purchaser may elect to obtain such Title Commitments and/or Policies at the cost and expense of any examination of title commissioned by Sellers (and to offset such costs and expenses against the Purchase Price) or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)may terminate this Agreement.

Title Commitments. Each Purchaser 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 it has reviewed preliminary Title Commitments and a survey of the Real Property (the “Survey”) and that all exceptions to title set forth other matters appearing on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates 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 Survey 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 Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s orEscrow Agent, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except either (i) Seller shall be responsible for terminate this Agreement and receive a return of the recording fee related to each Deed, Deposit or (ii) Seller and PropCo Purchaser shall each pay 50% to take such title to the Property with no abatement of the premium attributable Purchase Price (except for abatement to PropCo Purchaserthe 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 non-imputation endorsementsole 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 (iii) Seller and OpCo Purchaser shall each pay 50% 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 premium attributable Due Diligence Materials, provided that such cure shall not be a condition to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)closing.

Title Commitments. The ▇▇▇▇▇▇▇ Contributor has heretofore caused (at their sole cost and expense) TitleServNY as agent for ▇▇▇▇▇▇▇ Title Guaranty Company (the "Title Company") to issue to Acquiror an owner's title insurance commitment for each of the Properties other than ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the "Title Commitments"). The title insurance policy to be issued at Closing by the Title Company pursuant to the Title Commitment (the "Title Policy") shall be an ALTA Form B (1987 or later) owner's policy with respect to each Property. Each Purchaser acknowledges Title Commitment shall reflect the full amount of the Allocated Amount for each Property, show fee simple or leasehold, as applicable, title to the Properties vested in the ▇▇▇▇▇▇▇ Contributor or the Partnerships, together with legible and agrees complete copies of all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitments. It shall be an Acquiror's Condition Precedent that it has reviewed preliminary the Title Commitments Policies (or "marked-up" title commitments) shall have all standard and general printed exceptions deleted so as to afford full "extended form coverage," and shall further include an owner's comprehensive endorsement (or the equivalent by way of affirmative insurance); an endorsement certifying that the bills for the real estate taxes pertaining to the Land and Improvements do not include taxes pertaining to any other real estate; an access endorsement; a contiguity endorsement, if applicable; a subdivision or plat act endorsement; a survey "land same as" endorsement; a zoning 3.1 endorsement (amended to include parking); a creditors' rights endorsement; an endorsement indicating that the Properties are not within any special benefit district for any entity that has been created and that will assess any one or more of the Real Property (Properties, but no assessments from such entity currently appear of record; and any other endorsements reasonably requested by Acquiror and reasonably approved by the “Survey”) ▇▇▇▇▇▇▇ Contributor, including non-imputation and that all exceptions to title set forth on Schedule B to "Fairway" endorsements. As an Acquiror's Condition Precedent, each Title CommitmentCommitment shall be marked for laterdating to cover the Closing and the recording of the Deeds, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on and the Title Company shall deliver the Title Policies (or "marked-up" title commitments) to Acquiror concurrently with the Closing. Should an update to any Title Commitment after the date hereof and indicate matters that do or would materially adversely affect the value or marketability of title to any Property, or other matters which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofdo or would materially adversely affect Acquiror's use, and that Seller shall not be obligated to remove operation or financing of any Property, such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for considered Defects (as defined below) and the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as cure provisions set forth in Section 6(c)Subparagraph 5(e) shall apply, provided that a Defects Notice (as defined below) is timely delivered with respect to such Defects.

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges and agrees that it at Closing, subject only to the “Permitted Encumbrances” (defined below). Purchaser has reviewed preliminary Title Commitments and ordered a survey title commitment for each of the Real self storage facilities comprising the Property (collectively, the “SurveyTitle Commitments”) for an ALTA Owner's Policy of Title Insurance for each such self storage facility (collectively, the “Title Policies”), issued by the Title Company, insuring good and that 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 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 in this Section 4.1.2) 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 does 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 a “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 case may be), whereupon (a) 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 B “C” attached hereto, and (b) neither party shall have any further right or obligation hereunder with respect to each such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed on Exhibit Ebeing terminated, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Surviving Obligations relating thereto. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates 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 Survey 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 Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within ten (10) business days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by 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 on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (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 (collectively, “Monetary Liens”). In the event Seller shall 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 responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe 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) Seller and PropCo ten (10) business days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) business days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser 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 each pay 50% proceed to Closing with respect to the remainder of the premium attributable Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to OpCo Purchaser’s non-imputation endorsementthe 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 (ivz) neither party shall have any further right or obligation hereunder with respect to the 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. Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement as to a Title Objection Property, Seller shall have the right, in its sole and absolute discretion, to terminate 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 elects to sell one or more of the Title Portfolio Properties, Seller must first offer, by written notice to Purchaser (the “Title Offer Notice”), to sell such property or properties to Purchaser, which sale shall be (i) upon the same terms and conditions set forth in this Agreement for a period of six (6) months following Seller’s Title Notice, and (ii) upon such terms and conditions as Seller hereafter elects to market such 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 or properties offered; provided that the property or properties offered are sold at the price or a higher price stated in the Title Offer Notice. Upon the purchase of any Title Portfolio Properties, the Purchaser shall pay Seller the applicable incremental percentage of the Transition Fee. The terms of this Section 6(c)4.1.2 shall survive Closing.

Title Commitments. Each Purchaser acknowledges With respect to each Improved Parcel, Title Insurer is irrevocably committed to issue an American Land Title Association Owner’s Policy of Title Insurance with Extended Coverage (ALTA Form 2006), or its state equivalent, together with such endorsements as may be requested by Buyer in writing to Sellers and agrees that it has reviewed preliminary the Title Commitments Insurer during the Investigation Period and were approved for issuance by Title Insurer by issuance of a survey pro forma policy including such endorsements or otherwise by written notice to Buyer and Sellers during the Investigation Period, with liability in the amount of the applicable portion of the Purchase Price as identified on the Property List, insuring that fee title to the applicable Real Property is vested in Buyer, and with all Third Party Monetary Liens removed or insured over or otherwise addressed in a manner reasonably satisfactory to Buyer (but only if and to the extent such Third Party Monetary Liens were timely raised by Buyer as an Objection Matter in accordance with Section 4.1(e) or as a New Matters Objection in accordance with Section 5.1(j)(ii)), and subject only to: (i) the exclusions listed in the “SurveyExclusions from Coverage” and the standard “Conditions” of the ALTA Extended Coverage Policy; and (ii) the Permitted Title Exceptions, as applicable (each, a “Title Policy” and collectively, the “Title Policies”) and that all exceptions ). Notwithstanding the foregoing, any condition in favor of Buyer relating to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates issuance of the Title Commitments Policies with Extended Coverage and updates with certain endorsements requested by Buyer as provided for herein is subject in all respects to Buyer obtaining and Title Insurer reviewing such Updated Surveys during the Investigation Period, and if Buyer fails to obtain such Updated Surveys or Title Insurer fails to review such Updated Surveys during the Investigation Period, then the requirement that the Title Policies be issued with Extended Coverage and with any endorsements requested by Buyer that require Title Insurer to have reviewed and approved the Updated Surveys shall be deemed null and void and deleted in its entirety (provided the issuance of the Survey to Seller Title Policies as otherwise required hereunder shall remain in full force and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(ceffect).

Title Commitments. Each Seller shall convey good and marketable fee simple title to the Property to Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and 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 survey title commitment for each of the Real projects comprising the Property (collectively, the “Title Commitments”) for an Texas Owner's Policy of Title Insurance for each such project, as applicable (collectively, the “Title Policies”), issued by the Escrow Agent on behalf of the Title Company, 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 exceptions listed therein and the “Survey”) and that all exceptions ” (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 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 (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 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 which this Agreement is being terminated, as set forth on Schedule B “C” attached hereto (together with all interest accrued thereon) shall be refunded to each 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 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 CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed being terminated, as set forth on Exhibit ESchedule “C” attached hereto, constitute Permitted Liens 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 those items 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 Purchasers marked as “omit” on 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 date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel self storage facilities. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates 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 and Seller’s attorneys promptly upon receiptin writing of its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). The applicable Purchaser Notwithstanding anything to the contrary contained herein, Seller shall bear the cost and have no obligation to take any steps or bring any action or proceeding or otherwise to incur any expense of whatsoever to eliminate or modify any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (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 (collectively, “Monetary Liens”). In the event Seller shall 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 responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the Closing Date, (ii) Seller and PropCo five (5) days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser shall each pay 50% 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 premium attributable Deposit for such Title Objection Property (or Title Objection Properties, as the case may be) with respect to OpCo 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’s non-imputation endorsement, 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 (ivz) neither party shall have any further right or obligation hereunder with respect to the applicable Title Objection Property (or Title Objection Properties, as set forth in Section 6(c)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.

Title Commitments. Within twenty (20) days after the Contract Date, Acquiror shall obtain, at Contributor's sole cost and expense, commitments, dated after the Contract Date, issued by Commonwealth Land Title Insurance Company (as to 60%, on a co-insured basis), Chicago Title Insurance Company (as to 25%, on a co-insured basis) and Old Republic Title Insurance (as to 15%, on a co-insured basis) [collectively, the "TITLE COMPANY"], for owner's title insurance policies (the "TITLE POLICIES") as follows: ALTA Owner's Policy (4-6-90) with a Standard New York Endorsement, and an endorsement deleting the arbitration provision of the policy, issued in the State of New York with regard to the Projects located in the State of New York; and an ALTA Owner's Policy (10-21-87), with an endorsement deleting the arbitration provision of the policy, issued in the State of New Jersey with regard to the Project located in the State of New Jersey. Each Purchaser acknowledges such title commitment shall be delivered to Contributor and agrees shall reflect the full amount of the Allocated Amount for each Project, show fee simple title to the Projects in the Contributor, together with legible and complete copies of all recorded documents evidencing title exceptions raised in Schedule B of the title commitment. It shall be an Acquiror's Condition Precedent that it has reviewed preliminary the Title Commitments Policies (or "marked-up" title commitments) shall have all standard and general printed exceptions deleted so as to afford full "extended form coverage," and, to the extent available in New York and New Jersey, as the case may be, shall further include an owner's comprehensive endorsement, or the equivalent by way of affirmative insurance; an endorsement certifying that the bills for the real estate taxes pertaining to the Land and Improvements do not include taxes pertaining to any other real estate, or the equivalent by way of affirmative insurance; an access endorsement, or the equivalent by way of affirmative insurance; a contiguity endorsement, or the equivalent by way of affirmative insurance, if applicable; a survey "land same as" endorsement; and a survey zoning 3.1 endorsement for the New Jersey Project. As an Acquiror's Condition Precedent, each commitment shall be marked for later-dating to cover the Closing and the recording of the Real Property (the “Survey”) Bargain and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofSale Deeds, and the Title Company shall deliver the Title Policies (or "marked-up" title commitments) to the UPREIT concurrently with the Closing. The cost of all title insurance charges, premiums and endorsements, including all search, continuation and later-date fees shall be paid by Contributor, except that Seller Acquiror shall not be obligated pay the premium imposed for any comprehensive survey endorsement required by Acquiror. Should any commitment indicate matters that do adversely affect the value or marketability of title to remove any Project, or other matters which do adversely affect Acquiror's use, operation or financing of any Project, such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, considered Defects (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsementas defined below), and (iv) as the cure provisions set forth in Section 6(c)Subparagraph 6(e) below shall apply, provided that a Defects Notice (defined below) is timely delivered with respect to such Defects.

Title Commitments. Each Purchaser acknowledges After the execution of this Agreement, Buyer will order, at an expense to be shared equally between Seller and agrees that it has reviewed preliminary Title Commitments Buyer, (i) commitments of title insurance (the "TITLE COMMITMENTS") issued by a nationally-recognized title insurance company (the "TITLE COMPANY"), and a survey photocopies of all recorded items described as exceptions therein, committing to insure fee title or leasehold title, respectively, in each parcel of the Real Property owned or leased by Seller, in Buyer by ALTA Form B (1982 Rev.) owners' policies of title insurance, and (ii) ALTA/ASCM surveys addressing items 1, 2, 3, 4, 6, 7(a), 8, 9, 10, 11(a), 14, 15 and 16 of Table A of the Minimum Standard Detail Requirements (1999) (the “Survey”"SURVEYS") and that all exceptions to title set forth on Schedule B to of each Title Commitment, each parcel of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all in amounts determined by Buyer and certified to Buyer and the Title Company. Buyer shall have twenty (20) days after receipt of the Title Commitment and its respective Survey to notify Seller in writing (the "TITLE OBJECTION NOTICE") of any objections to the marketability of title other title chargesthan Permitted Encumbrances (a "TITLE DEFECT"). Buyer shall be deemed to waive and accept any objections not so raised. Seller shall have thirty (30) days from the date of Title Objection Notice to cure any Title Defect. Seller shall exercise its commercially reasonable efforts to remove or, Survey fees or recording charges incurred in connection with the applicable Purchaser’s consent of Buyer, cause the Title PolicyCompany to commit to insure over by endorsement, except each Title Defect prior to Closing. If Seller fails to remove a Title Defect or cause the Title Company to insure over such objection, then Buyer may, at its sole elections, either (ia) terminate this Agreement without any liability on its part, or (b) take title subject to such objection with no reduction in the Purchase Price. Seller and Buyer shall be responsible share equally all fees, costs and premiums for the recording fee related to each Deed, (ii) Seller title commitments and PropCo Purchaser shall each pay 50% of surveys and for the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)Title Policies.