Common use of Title Defects Clause in Contracts

Title Defects. If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

Title Defects. If: (i) , upon review of the Title Commitment reflects Documents, Purchaser asserts the existence of any exceptions to encumbrance, encroachment, defect in or other matter affecting title which are not acceptable to Buyerwhich, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to BuyerPurchaser's opinion, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, renders title to the Property is encumbered by Property, unmarketable or otherwise unacceptable, and which Purchaser does not waive (any exception to title not acceptable to Buyerof the foregoing shall be deemed a "Title Defect"), Purchaser will give Seller written notice of such Title Defect(s) within ten (10) business days after Purchaser's discovery of each such Title Defect and, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer maycase, on or before the Satisfaction Date (ordate of Closing. After receipt of such notice, Seller shall use such efforts and expend such amount as are reasonable to remove or cure any such Title Defects prior to Closing. Seller shall have no obligation, however, to cure any Title Defect. If Seller elects, in the case its sole discretion, to cure any Title Defect, Seller may, by written notice to Purchaser within five (5) days of a Title Defect not disclosed by the Title Commitment such election but, in any event, prior to the Satisfaction Datedate of Closing, within fifteen extend the date of Closing for a period up to thirty (1530) days after Buyer receives notice of such (the "Title Defect), provide Seller with written notice of Defect Extension") in order to attempt to cure such Title Defect. If Seller elects to invoke the Title Defect Extension, Seller shall have give written notice to Purchaser when any Title Defect is cured and Closing shall occur on the righttenth (10th) business day following the giving of such notice or such other date to which the parties may agree which shall be, but not in any event, prior to the obligation (except as specifically set forth below), during end of the thirty (30) day time period after receipt referenced above for Title Defect extension. If Seller does not or is unable to so remove or cure all such Title Defects prior to Closing, Purchaser may: (i) waive all such uncured Title Defects and accept such title as Seller is able to convey as of such noticeClosing; or (ii) terminate this Agreement and all parties shall be relieved of any further obligations hereunder. Seller shall be entitled to use and rely on the net proceeds from Closing otherwise due to the Seller in order to cure or remove any Title Defect which may be removed by payment of an ascertainable amount of money and for which the title policy will delete or affirmatively insure over the Title Defect so cured in conjunction with, but not later than and at the time of, the Closing, to remove such . Purchaser agrees that any Title Defect shall be deemed cured if Seller shall cause the Title Defect to be deleted from the Title Commitment and the "Title Policy" as defined below, or obtain if Seller obtains affirmative title insurance coverage acceptable protection inuring to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on the Purchaser with respect thereto at or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:.

Title Defects. If: (i) Seller shall convey and Purchaser shall accept such title as any Title Company shall be willing to insure in accordance with its standard form of title policy approved by the New York State Department of Financial Services, free of all encumbrances, exceptions and liens, except as otherwise stated herein and subject to the standard, pre-printed exceptions contained in the Title Commitment reflects any exceptions Company's report. Prior to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title Seller shall cause all historical designations set forth on the Town of Islip Department of Planning Development Building Division Certificate and any certificate of occupancy to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with be removed and shall obtain an updated Building Division Certificate without any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defecthistorical designation. Seller shall have the rightoption, but at its sole discretion, to satisfy Purchaser's timely objections to title, other than the Permitted Encumbrances, prior to Closing. If Seller elects not to satisfy such objections, then Seller must deliver written notice of such election to Purchaser within ten (10) days of receiving the obligation (except as specifically set forth below)Title Report, during the and Purchaser must within thirty (30) day period after days of receipt of Seller's notice to the objections either: (i) waive the objections and accept such notice, but not later title as Seller is able to convey (other than items arising after the Closing, to remove such date of the Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, costReport) without reduction in the Purchase Price, or expense arising out (ii) terminate this Contract by giving written notice to Seller on or before the thirtieth (30th) day following receipt of or related Seller's notice that it will not satisfy the objections, in which event the Downpayment shall be returned to such Title Defect (“Affirmative Coverage”)Purchaser and the parties hereto shall be released of any further liability hereunder. If Seller elects to do sosatisfy such objections, then the Seller shall, at Seller's option, be entitled to an adjournment, if necessary, not to exceed 60 days in the aggregate from the date set for the Closing, for the purpose of removing such defect, lien or encumbrance. However, any action taken by the Seller to remove such defect, lien or encumbrance shall not, in and of itself, be deemed an admission on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence Seller's part that such Title Defect will defect, lien or encumbrance is one which would give the Purchaser the right to cancel this Contract, notwithstanding that the same may still be removed or that such Affirmative Coverage will be obtaineda valid title objection hereunder. Notwithstanding anything contained herein to the contraryforegoing, Seller shall be obligated to: (i) remove any matters prior to expend whatever sums Closing which it has agreed to remove, and shall satisfy: (a) all judgments against Seller and (b) all mortgages and other monetary liens or violations (other than those attributable to Purchaser), and, (ii) with respect to any matters arising after the date of the Title Report: (x) to remove any voluntary liens or encumbrances ("voluntary" meaning an instrument executed by Seller), and (y) to remove any involuntary liens or encumbrances caused by Seller's acts or omissions up to a maximum amount of $150,000.00, and Purchaser shall be entitled to a credit against the Purchase Price for any involuntary liens in excess of such $150,0000 amount which are required not removed or cured by Seller. In the event that the Seller is unable to cure or obtain Affirmative Coverage eliminate the title objections and convey the Premises despite the use of commercially reasonable efforts, subject to and in accordance with this Contract on the date set for the following Title Defects prior todelivery of the Deed, or aton any adjourned date permitted hereunder, and provided that Seller is not otherwise in default hereunder, Seller's sole obligation shall be to refund to the Purchaser the Downpayment with interest thereon, together with Purchaser's reasonable out-of-pocket expenses in connection with the Title Report; and upon the payment thereof or tender of said payment, this Contract shall terminate and come to an end, and neither party shall have any claim for damages against the other. However, Purchaser may, if Purchaser shall so elect in Purchaser's sole discretion, accept such title as Seller is able to convey and shall pay the full Purchase Price. Notwithstanding anything to the contrary set forth herein, no lien or encumbrance against the Premises arising out of any action or inaction of Purchaser, or any of its agents, contractors, subcontractors, vendors, assignees, employees or invitees shall be deemed to be an objection to title or to render title uninsurable and Purchaser shall purchase the Premises subject to same without reduction in the Purchase Price. Purchaser shall cause the Title Company to update the Title Report on or about the Approval Date, as same may be extended pursuant to this Contract, and from time to time prior to the date of Closing:. In the event any title or survey defects, exceptions, encumbrances or liens which are not Permitted Encumbrances arise from and after the date of the original Title Report, such title defects shall be deemed title defects as if such title defects were set forth in the original Title Report, and the parties shall have the same rights and obligations with respect to such new title defects as if such defects were set forth in the original Title Report.

Title Defects. If: (i) , on the Closing Date, the Title Commitment reflects Company shall be unwilling to issue the Title Policy in accordance with the provisions of this Agreement, Transferors shall be entitled, but shall not be obligated, to adjourn the Closing for one or more periods not to exceed 60 days in the aggregate (concurrent with any exceptions other adjournments taken by Transferors hereunder) for the purpose of causing title to the Mall to be placed in the condition called for by this Agreement. If on the Closing Date, as the same may be adjourned as above provided, the Title Company shall be unwilling to issue the Title Policy in accordance with the terms of this Agreement, Transferees may terminate this Agreement by notice to Transferors delivered on or prior to the Closing Date, as the same may have been extended, in which event this Agreement shall be terminated and of no further effect and neither party shall have any obligations of any nature to the other hereunder or by reason hereof, except as to those obligations hereunder that are specifically stated to survive such termination, and the Deposit shall be returned to Transferees by Escrow Agent (and in such circumstances Transferors shall join with Transferees in a written instruction to Escrow Agent to pay the Deposit to Transferees in the manner set forth in Section 3.02). Transferors shall be under no obligation to take any steps or to institute or prosecute any action or proceedings, or expend any sums of money, to remove from title to the Mall any defect, encumbrance or objection to title; provided, however, that Transferors shall be responsible for discharging or causing the Title Company affirmatively to insure over any liens (including judgment liens against either Transferor or the Joint Venture), mortgages or deeds of trust which do not constitute Permitted Encumbrances, which secure liquidated amounts, which can be discharged solely by the payment of a fixed and determined sum of money and which arise on account of obligations undertaken or actions performed, or actions required to be performed under the terms of this Agreement and not so performed, by Transferors or the Joint Venture. Except for Transferors' failure to discharge or cause the Title Company affirmatively to insure over such liens or encumbrances as aforesaid, Transferors shall not be deemed in default of this Agreement, and Transferees shall not be entitled to damages of any kind, if Transferors shall be unable to satisfy the conditions set forth herein pertaining to the state of title to the Mall, nor shall Transferees in such circumstances be entitled to specific performance of this Agreement; provided, however, that the foregoing provisions of this sentence shall not apply in respect of any exception to title which are is created as a result of the intentional act or omission of Transferors or the Joint Venture between the date hereof and the Closing Date and is not acceptable permitted under the terms of Article XI. In no event shall Transferors be obligated to Buyerdischarge any mechanic's or similar lien created by a Tenant in occupancy or an Adjoining Owner to the extent the same shall constitute a Permitted Encumbrance, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyerbut Transferors shall, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title use commercially reasonable efforts to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any cause such exception Tenant or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects Adjoining Owner to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:.

Title Defects. If: If the Survey or the Commitment (collectively, the “Title Documents”) reflect any facts or other matters that (i) the Title Commitment reflects any exceptions to title which are not acceptable (a) ad valorem property taxes assessed but not yet due and payable, (b) restrictions and conditions imposed by applicable zoning ordinances or (c) easements or other encumbrances of record with respect to Buyerthe Demised Premises set forth on Exhibit C to the Lease or in that certain Leasehold Loan Policy #7886312 dated September 18, 2000 referenced thereon and issued by Chicago Title Insurance Company, (ii) were not caused by Buyer and (iii) are unacceptable to Buyer in Buyer’s sole discretion; and absolute judgment (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then , Buyer may, on or before the Satisfaction Date shall notify Seller in writing (or, in the case of a “Title Defect not disclosed by the Notice”) of any Title Commitment prior to the Satisfaction Date, Defect within fifteen five (155) days after Buyer receives notice received the last of such the Title Defect), provide Seller with written notice of such Documents. Any facts or matters disclosed in the Title Defect. Documents and not objected to by Buyer in a Title Defect Notice shall be deemed a “Permitted Exception.” Seller shall have the right, but not the obligation five (except as specifically set forth below), during the thirty (305) day period days after receipt of such notice, but not later than the Closing, to remove such Title Defect Notice within which to cure or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such remove the Title Defect (“Affirmative CoverageSeller’s Cure Period”). If , but Seller elects shall not be obligated to do so, then on or before so except as stated in the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtainedfollowing sentence. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums remove mortgages and other liens or encumbrances of a definite and ascertainable amount on Seller’s fee simple interest in the Property that were not caused by Buyer (other than the lien of current real estate taxes, not yet due or payable), which the parties agree may be removed by the use of the proceeds of sale at Closing. Seller may make arrangements satisfactory to the Title Company for the cure or removal of record of any such Title Defect, but shall not be obligated to do so except as stated in the immediately preceding sentence. If any such Title Defect is not cured or otherwise provided for as aforesaid on or prior to the expiration of Seller’s Cure Period, Buyer may elect to either: (i) terminate this Agreement, or (ii) accept the Title Documents as is, with the right, however, to deduct the amount of any Title Defects represented by liens or encumbrances of a definite or ascertainable amount from the Purchase Price payable at Closing. Title Defects which are required acceptable shall thereupon be deemed to be Permitted Exceptions. Such election shall be made by Buyer giving Seller written notice thereof within five (5) days after the earlier of (i) Buyer’s receipt of Seller’s notice, if any, of its inability or refusal to cure or obtain Affirmative Coverage for remove the following Title Defects and (ii) the expiration of said Seller’s Cure Period. If Buyer fails to make any election pursuant to this Section 3.3 within such five (5) day period, then Buyer shall be deemed to have elected to accept title to the Property subject to such Title Defects. Notwithstanding anything to the contrary in this Section 3.3, if Buyer shall not have received the Title Defect Notice from Buyer at least fifteen (15) days prior toto Closing, Seller shall be deemed to have waived its rights pursuant to this Section 3.3 and all facts or at, matters disclosed in the Closing:Commitment shall be deemed Permitted Exceptions.

Title Defects. IfSellers have delivered to Buyer a copy of their existing title policies with respect to each Premises (the “Sellers’ Title Policies”). During the Inspection Period, Buyers shall have the right to obtain title commitments for each Premises from the Title Company (the “Buyer’s Title Commitments”), to examine title to the Properties, and identify in writing to the applicable Sellers, no later than five (5) Business Days prior to the expiration of the Inspection Period, any matters of record that Buyer finds objectionable, as well as any requirements of the Title Company required by Buyer to be satisfied by Sellers (collectively, the “Title Objections”). Not later than two (2) Business Days after each Seller’s receipt of Buyer’s Title Objections (with respect to such Seller’s Property), the applicable Seller shall respond to Buyer in writing identifying any Title Objections that such Seller will undertake to cure. In the event a Seller elects not to cure or satisfy (as applicable) such Title Objection, then Buyer may, at its election: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyerterminate this Agreement, in Buyer’s sole discretionwhich event the Deposit shall be promptly returned to Buyer and the parties shall be relieved from further obligations to one another under this Agreement; or (ii) accept the Survey discloses any state Premises subject to all matters of fact not acceptable to Buyer, in record as of the effective date of Buyer’s sole discretion; or (iii) at any time prior Title Commitments, without an adjustment to the ClosingPurchase Price, title and proceed with Closing hereunder. If Buyer does not elect alternative (i) by written notice to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion Sellers within ten (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (1510) days after the date of a Seller’s notice electing not to cure, then Buyer receives notice shall be deemed to have elected alternative (ii). The term “Mandatory Cure Items” shall mean (x) any matters of such record, survey matters and/or Title Defect)Company requirements that any Seller has undertaken to cure in accordance with this Section 5, provide (y) any matters caused by Seller with written notice and first of such record after the effective date of Buyer’s Title DefectCommitments, and (z) any financing liens on the Property. The term “Permitted Encumbrances” shall mean (i) the Existing Leases (as hereinafter defined) in effect as of the Closing Date, and (ii) any matters of record as of the effective date of Buyer’s Title Commitments that Seller shall have the righthas not undertaken to cure, but not the obligation (except as specifically set forth below)provided herein. A Seller’s failure to cure, during the thirty (30) day period after receipt of such notice, but not later than the at or prior to Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related Mandatory Cure Item (other than Permitted Encumbrances) with respect to such Title Defect (“Affirmative Coverage”Seller’s Property shall constitute a Seller default, entitling Buyer to exercise its remedies pursuant to Section 15(b). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:.

Title Defects. If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer Xxxxx receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

Title Defects. If: Within ten (i10) days following the Effective Date, with respect to each of the Premises, Sellers shall order an ALTA title insurance commitment (with respect to each of the Premises, the “Title Commitment”) for an owner’s title insurance policy in the amount of the Purchase Price allocated to the Seller of such Premises from Jefferson Title Corporation in accordance with the provisions of Section 4(a) above. Jefferson Title Corporation shall serve as “Referring Title Agent” to the Title Company and shall receive a referral fee from the Title Company pursuant to a separate agreement with the Title Company; provided that the Title Company delivers to Buyer an “Insured Closing Protection Letter” from Lawyers Title Insurance Corporation. The Title Commitment reflects any exceptions shall show Seller to title which are not acceptable to Buyerbe vested with good and marketable and insurable fee simple, or in Buyer’s sole discretion; (ii) the Survey discloses any state case of fact not acceptable to Buyerthe Ground Leased Properties, in Buyer’s sole discretion; or (iii) at any time prior to the Closingleasehold, title to the Property is encumbered by any exception to title not acceptable to BuyerRespective Premises and fee interest in all improvements and fixtures located on the Respective Premises, or in the case of the Ground Leased Properties, a fee for a period of time under the provisions of the Ground Leases, in Buyer’s sole discretion an amount equal to the Allocated Purchase Price, free and clear of all Liens (with as defined below), covenants, conditions, and rights-of-way other than the Permitted Exceptions. Buyer shall be deemed to have waived its right to object to any such encumbrance or other title exception or unacceptable state of fact being referred to herein as matter reflected in the Title Commitments and any matter reflected on the Existing Survey (a “Title Defect”); then ) unless Buyer may, on or before shall have given the Satisfaction Date Seller of the Premises to which the objection relates a specific written notice of its objection to any such matter that is not a Permitted Encumbrance (or, in the case of a “Title Defect not disclosed by the Title Commitment Notice”) prior to the Satisfaction Date, within end of the day that is fifteen (15) days after Buyer receives notice of the Effective Date (the “Title Review Period”). Upon Buyer’s failure to timely object to any encumbrance or other title exception or matter reflected on the respective Title Commitment or the respective Existing Survey, and any update thereof, such Title Defect), provide Seller with written notice of such Title Defectencumbrance or other title exception or matter shall thereafter be deemed a Permitted Encumbrance. Each Seller shall have the rightright to, but not at its sole option, elect, by written notice given to Buyer (“Seller’s Cure Notice”) within three (3) Business Days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove the Title Defect identified by Buyer in Buyer’s Title Notice; provided, however, Seller shall in all events have the obligation to (except as specifically set forth below), during the thirty (30i) day period after receipt of act in good faith in making such notice, but not later than the Closing, election and use commercially reasonable efforts to remove such cure any Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Defects that Seller elects to do socure, then on (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any new Title Defect that attaches to the Real Property subsequent to the conclusion of the Title Review Period. The failure of such Seller to deliver a Seller’s Cure Notice during the Seller’s Notice Period shall be deemed an election by such Seller not to cure such exceptions. Should such Seller elect to attempt to cure or before remove any objection, such Seller shall have until two (2) Business Days prior to the Applicable Closing Date (as defined below)“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any Title Defect, or in any event Seller shall provide Buyer with reasonable evidence of such removal fails to cure or provide reasonable evidence that such remove any Title Defect will be removed which Seller agrees or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are is required to cure within the Cure Period, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) upon written demand by Buyer to such Seller and Escrow Agent, to treat such Sellers Property as an Excluded Property hereunder, or obtain Affirmative Coverage for the following (ii) waive any Title Defects prior tothat Seller has not elected to cure and close this transaction as otherwise contemplated herein. The failure of Buyer to provide written notice to Seller within three (3) Business Days following the expiration of the Seller’s Notice Period waiving any objections Seller has not elected to cure shall be deemed an election by Buyer to waive Title Defects under clause (ii) above. The term “Lien(s)” as defined herein shall mean, or atwith respect to each Seller, liens and other encumbrances, assessments and/or indebtedness (including the Closing:existing mortgage, deeds of trust, but excluding any Permitted Encumbrances) including without limitation, labor, materialmens, mechanics’ liens, judgments and federal, state and municipal tax liens.

Title Defects. If: (i) Attached hereto as Exhibit “C-2” is a title commitment from the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior Company with respect to the Closing, title to Premises (the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “FATIC Title DefectCommitment”); then Buyer may, on . At or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide the Title Company with (A) affidavits or other instruments sufficient to satisfy those requirements referenced on Schedule B-I of the FATIC Title Commitment as item 3 (but only with respect to contractors and materialmen engaged by Seller), item 4, item 5 (exclusive of Notices of Commencement with respect to matters for which Buyer with reasonable evidence will assume responsibility to complete under the terms of such removal or provide reasonable evidence that such this Agreement) and item 6 and (B) an Affidavit of Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein sufficient to (x) limit exception 2 appearing on Schedule B-II of the FATIC Title Commitment to the contraryrights or claims of parties in possession as tenants only under the Existing Leases in effect at Closing, (y) remove exception 5 appearing on Schedule B-II of the FATIC Title Commitment to the extent applicable to any such lien rights available to contractors engaged by Seller (exclusive of lien rights available to contractors with respect to matters for which Buyer will assume responsibility to complete under the terms of this Agreement), and (z) remove exception 7 appearing on Schedule B-II of the FATIC Title Commitment. Except as otherwise expressly provided in this Paragraph 4, or agreed to in writing by Seller pursuant to a response to Buyer’s Title Notice, Seller shall have no obligation to cause any exceptions or encumbrances which are not Permitted Encumbrances to be obligated omitted or removed from any title commitment or any title insurance policy to expend whatever sums are required be issued in connection with the sale of the Premises; provided, Seller’s failure to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:remove any matter that is not a Permitted Encumbrance will give rise to Buyer’s rights under subparagraph (e) of this Paragraph 4.

Title Defects. If: , within the ten (i10) the Title Commitment reflects any exceptions day period following Seller’s notice to title which are not acceptable to BuyerBuyer that Seller’s deed is ready for delivery, in Buyer’s sole discretion; (ii) the Survey discloses any state Buyer notifies Seller that Buyer has requested evidence of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by premises or any exception portion thereof, the Buyer shall furnish to title not acceptable to Buyer, in Seller at Buyer’s sole discretion expense such evidence of title within thirty (with any such exception or unacceptable state 30) days of fact being referred to herein as a “Title Defect”); then said notice from Buyer may, on or before the Satisfaction Date (or, in the case form of an abstract of title or a Title Defect not disclosed title commitment, and a written statement specifying the matters or defects other than said permitted exception and reservations and other than such usual exceptions contained in Owner’s policies and the matters to which this sale is subject by the Title Commitment prior terms hereof, the time of payment of the balance of the purchase price shall be extended for a period of sixty (60) days after the receipt of said evidence of title and statement. If Seller is unable or unwilling to cure such matters or defects within said sixty (60) day period, and Buyer is unwilling to accept the Satisfaction Date, deed subject to such matters or defects then either party may terminate this Agreement by serving written notice of termination upon the other party within fifteen (15) days after thereafter and all further rights and liabilities under this Agreement shall cease and terminate except that Seller shall return the deposit to Buyer receives notice and Seller shall reimburse Buyer for the actual amount paid by Buyer, if any, to an abstractor for an abstract of such Title Defecttitle or to a title company for a title report (but not for title insurance), provide provided that said abstract or title report shall be delivered an assigned to Seller. In the event said evidence of title shows no title defects, Buyer shall pay to Seller with written notice the purchase price within ten (10) days of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable said evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrarytitle, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage provided Seller’s deed is then ready for the following Title Defects prior to, or at, the Closing:delivery.

Title Defects. If: Prior to the expiration of the Inspection Period, Buyer shall notify Seller in writing (i“Buyer’s Notice”) of any title matters disclosed in the Title Commitment reflects or Survey to which Buyer objects (the “Title Commitment Defects”). Any matter disclosed in the Title Commitment or Survey and not objected to by Buyer within such period or subsequently waived by Buyer in writing shall be deemed a permitted exception, including, without limitation, the Loan Documents (“Permitted Exception”). If Buyer learns, through continuation reports, updates to the Title Commitment or Survey or other written evidence, of any exceptions additional title or survey defect(s) not disclosed in the Title Commitment or Survey (the “Additional Title Defects”, and together with the Title Commitment Defects, the “Title Defects”), Buyer shall have the right to title which are not acceptable object to Buyersuch Additional Title Defect(s) by giving written notice thereof to Seller on or before the earlier of (x) five (5) business days after the date Buyer receives such continuation report, in Buyer’s sole discretion; updated Title Commitment or other written evidence disclosing such Additional Title Defects or (iiy) the Survey discloses any state of fact not acceptable to BuyerClosing Date. Seller shall be obligated, in Buyer’s sole discretion; on or (iii) at any time prior to the Closing, to pay, discharge or remove of record or cause to be paid, discharged or removed of record or insured over by the Title Company in a manner satisfactory to Buyer in its sole discretion, at Seller’s sole cost and expense, all of the following items: (a) Voluntary Liens (as hereinafter defined), and (b) other liens encumbering the Project (including judgments and federal, state and municipal tax liens) which (i) are in liquidated amounts and which may be satisfied solely by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith), excluding, however, mechanic liens which are a tenant’s responsibility to remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer in writing prior to the expiration of the Inspection Period, and (ii) do not exceed in the aggregate $500,000 (the “Cure Amount”). Except as set forth in this Section 4.3, Seller shall have no obligation to cure any Title Defects. The term “Voluntary Liens” as used herein shall mean all monetary liens, including mortgages which Seller has suffered or allowed to be placed on the Project, other than Permitted Exceptions, excluding, however, any liens associated with the Existing Indebtedness to be assumed by Buyer and mechanics liens which are a tenant’s responsibility to remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer in writing prior to the expiration of the Inspection Period. If Seller, after having used commercially reasonable good faith efforts (which shall include curing and removing of record all Voluntary Liens and expending money to cure all other Title Defects up to the Cure Amount), is unable to cure a Title Defect on or prior to Closing, Buyer may, at its discretion (i) elect to adjourn the Closing for a period not to exceed ten (10) business days to allow Seller to cure such Title Defect, and in such event Seller shall continue to use commercially reasonable good faith efforts to effect such cure, (ii) elect to waive in writing such Title Defect in which case it shall be deemed a Permitted Exception or (iii) terminate this Agreement in which event Buyer shall be entitled to receive the Escrow Deposit. If an act or omission of Seller that is not reflected in the Title Commitment or Survey or any continuation thereof or in the Permitted Exceptions as of the Closing Date has an effect on title to the Real Property is encumbered by any exception and if Seller does not cure or cause Title Company to title not acceptable insure over such item in a manner satisfactory to BuyerBuyer in its sole discretion, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on may either waive such matter or before terminate this Agreement and receive the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring Escrow Deposit and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtainedpursue its remedies under Section 10.2. Notwithstanding anything contained herein in this Section 4.3 to the contrary, Buyer may, in its sole discretion, at any time accept such title as Seller shall be obligated to expend whatever sums are required to cure can convey, without reduction of the Purchase Price or obtain Affirmative Coverage for the following Title Defects prior to, any credit or at, the Closing:allowance on account thereof.

Title Defects. If: Not later than ten (10) days prior to the end of the Inspection Period, Buyer shall furnish to Seller a statement specifying any defects in title and/or the survey which are not Permitted Exceptions (“Buyer’s Statement”); provided, however, that each financial encumbrance such as a mortgage or judgment, lien for delinquent real estate taxes, attachment, lien claim or other lien or encumbrance of a definite or ascertainable amount which may be removed by the payment of money that is revealed by the title report shall automatically, and without requirement that same be specified in Buyer’s Statement, be deemed an unpermitted exception. Seller shall notify Buyer within five (5) business days after receipt of Buyer’s Statement or Buyer’s Additional Statement (defined below), as the case may be, whether Seller will remove or insure over with respect to prior liens and encumbrances, and in the event of an encroachment by any improvement, affirmatively insure against compulsory removal which will include a commitment by the Title Company to provide the same coverage in a future policy. If Seller does not agree, or is unable, to remove any such defects, Buyer shall have the right, by notice given to Seller and Escrow Agent within five (5) business days after receipt of Seller’s notice, either to (i) waive the Title Commitment reflects any exceptions to defect and close title which are not acceptable to Buyerwithout abatement or reduction of the Purchase Price, in Buyer’s sole discretion; or (ii) terminate this Agreement and obtain a refund of the Survey discloses Xxxxxxx Money Deposit. In the event Buyer chooses to terminate this agreement pursuant to the foregoing sentence, neither party shall have any state further liability to the other hereunder except as otherwise expressly provided in this Agreement. Nothing contained in this Agreement shall be deemed to require Seller to take or bring any action or proceeding or any other steps to remove any defect in title or expend monies therefor, nor shall Buyer have any right of fact action against Seller therefor, at law, or in equity, for damages or specific performance for Seller’s inability to convey title in accordance with the provisions of this Agreement, except defects that Seller agrees to remove or insure over pursuant to this Section 6(c) but does not acceptable exercise commercially reasonable efforts to Buyerremove or insure over prior to Closing. Notwithstanding the foregoing, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, Buyer shall have the right to order an update or a date-down of the Title Commitment and/or the survey, and, other than Permitted Exceptions, shall have the right to make an objection to any new lien or title to defect regarding the Property Premises which (i) is encumbered by any exception to title first revealed or disclosed thereon, and (ii) and is not acceptable to Buyer, in Buyer (a “Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title DefectAdditional Statement”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, whereupon Seller shall be obligated to expend whatever sums are required to satisfy, cure or obtain Affirmative Coverage remove any such lien or defect at or prior to Closing. Notwithstanding the provisions of this Section to the contrary, in the event that Seller is unable to remove any new lien or title defect referenced in Buyer’s Additional Statement within the five (5) business day period following Seller’s receipt thereof, Seller may extend the Closing Date for the following Title Defects an additional period of ten (10) business days by providing written notice thereof to Buyer and Escrow Agent; provided that Seller shall be obligated to satisfy, cure or remove any such lien or defect at or prior to, or at, the to Closing:.

Title Defects. If: (i) Buyer has ordered, at its sole cost and expense, the Title Commitment reflects in the amount of the Purchase Price from the Title Company with respect to the Premises. Buyer shall be deemed to have waived its right to object to any exceptions encumbrance or other title exception or matter reflected in the Title Commitment and any matter reflected on the Survey Plan unless Buyer shall have given Seller a specific written notice of its objection to title which are any such matter that is not acceptable to Buyer, in a Permitted Encumbrance (a “Title Notice”) within five (5) days of Buyer’s sole discretion; (ii) receipt of the last to be received of the Title Commitment and the Survey discloses Plan. Buyer hereby provides a Title Notice with respect to any state encumbrance or other title exception (or condition to the issuance of fact not acceptable the Title Policy to Buyer, in Buyerthe extent that such condition is under Seller’s sole discretion; control or responsibility under this Agreement) shown on the Title Commitment (iii) at except the Permitted Encumbrances). Buyer shall be deemed to have waived its right to object to any time encumbrance or other title exception reflected on any update of the Title Commitment unless Buyer shall have given a Title Notice to Seller prior to the Closing, title earlier to occur of (x) the Property is encumbered expiration of five (5) days after the receipt by any exception Buyer of such update to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior or (y) the Closing. Seller shall have no obligation to cure any alleged defect, objection or survey matter raised in the Satisfaction DateTitle Notice, within fifteen except for the monetary liens referred to in subparagraph (15e) days after Buyer receives notice of such this Paragraph 4 that are to be paid by Seller at or before Closing. Upon Buyer’s failure to timely object, any encumbrance or other title exception or matter reflected on the Title Defect)Commitment or Survey Plan, provide Seller with written notice of such Title Defectand any update thereof, shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right, but not the obligation at its sole option, upon written notice to Buyer within ten (except as specifically set forth below), during the thirty (3010) day period after days of receipt of such notice, but not later than the ClosingBuyer’s Title Notice, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before A) defer the Closing for a period not exceeding sixty (60) days after the Closing Date (as defined belowbut in no event, including an extension under this clause (A), shall Closing be extended beyond May 15, 2005) to give Seller an opportunity, at Seller’s sole option, of attempting to remove any encumbrance or other title exception or matter which is not a Permitted Encumbrance or (B) elect not to do (A), in which event Buyer shall provide Buyer with reasonable evidence have the election set forth in subparagraph (e) of this Paragraph 4. Failure by Seller to deliver such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller notice shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:deemed an election under subparagraph (B) above.

Title Defects. If: Seller has delivered to Buyer a copy of Seller’s owner’s title policy from Commonwealth Land Title Insurance Company (ithe "Title Company") with respect to the Premises. Buyer shall have until the end of the Inspection Period to object to any matter contained in the Title Commitment reflects any (as hereinafter defined). Any matter not objected to within such period shall be deemed a Permitted Encumbrance. The Buyer shall, at the Buyer's expense, shall obtain a commitment (the " Title Commitment") from a title insurance company of the Buyer's choice which is licensed to do business in the State of Maryland for an owner's title insurance policy on a Standard ALTA Policy. Buyer shall promptly provide a copy of the Title Commitment to Seller, at no cost to Seller. If the Title Commitment shows exceptions to title which are not acceptable objectionable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) Buyer may give the Seller notice thereof at any time prior to the end of the Inspection Period enumerating in writing the unacceptable aspects of the Title Commitment. Matters affecting title in existence on the date of the Title Commitment and not timely objected to by Buyer shall be deemed to have been accepted by Buyer and shall be deemed Permitted Encumbrances. In the event that the Title Commitment is unacceptable to Buyer as provided above, and Buyer so notifies Seller within the aforesaid time period, Seller shall, within ten (10) days after receipt of such notice from Buyer, notify Buyer in writing either (a) that Seller is unwilling to correct such unacceptable title matters, or (b) that Seller, at its sole cost and expense, shall undertake to eliminate or modify all such unacceptable matters to the reasonable satisfaction of Buyer. In the event Seller elects not to cure such unacceptable title matters or is unable to satisfy said objections within ten (10) days after its receipt of such notice from Buyer, except for the satisfaction of monetary liens at Closing which Seller shall be required to pay off at Closing, then the Buyer may, at its election: (i) terminate this Agreement, in which event the Deposit referred to in Paragraph 3 and all interest earned thereon shall be promptly returned to the Buyer and the parties shall be relieved from further obligations to one another under this Agreement; or (ii) accept title to the Property is encumbered by any exception subject to title not acceptable to Buyerall matters of record as of the date of the Seller’s Title Policy, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior without an adjustment to the Satisfaction DatePurchase Price, and proceed with Closing hereunder. If Buyer does not elect alternative (i) by written notice to Seller given within fifteen ten (1510) days after Buyer receives the date of Seller's notice electing not to cure or the expiration of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation aforesaid ten (except as specifically set forth below), during the thirty (301) day period after receipt without Seller having successfully cured the title objections (whichever is applicable), the Buyer shall be deemed to have elected alternative (i). Seller covenants that it will not voluntarily create or cause or permit a lien or encumbrance to attach to the Property between the Effective Date and Closing; any lien or encumbrance so attaching, as well as any lien or encumbrance, which is a mortgage, deed of such noticetrust, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, costjudgment lien, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do sosimilar monetary lien against the Property, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated discharged by the Seller at or prior to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:.

Title Defects. If: After the Due Diligence Date, if any revision or update of any Title Commitment or Survey, including the new preliminary title reports, Title Commitments and Surveys obtained pursuant to Section 4(C) above, discloses exceptions to title other than Permitted Exceptions, Purchaser shall so notify Seller on or before the fifth (5th) business day after receipt of same, or at Closing, if less than five (5) business days remain from receipt of same and Closing (the "Objection Cut Off Date"), time being of the essence, and Seller, or a Joint Venture, as applicable, shall have until Closing (and may adjourn the Closing for such reasonable periods, not to exceed sixty (60) days in the aggregate) to have each such exception that is not a Permitted Exception to title removed or corrected in each case to the reasonable satisfaction of Purchaser, but subject to Section 4(E). Nothing herein shall require Seller or the Joint Ventures or any of their Subsidiaries to (i) bring any action or proceeding to remove any exception that is not a Permitted Exception or (ii) take any steps, or otherwise incur any expense, in excess of $100,000 for any one Property and $400,000 in the aggregate for all Properties (such cap amounts collectively, the "Title and Violations Cure Cap") to remove any exception that is not a Permitted Exception (except that Seller or a Joint Venture, as applicable, shall be obligated to remove any and all liens voluntarily placed by Seller or such Joint Venture or their respective Subsidiaries against any Property after the date of the applicable Title Commitment in violation of this Agreement and shall remove any other exceptions that are not Permitted Exceptions that: (I) are for liquidated amounts, (II) can be removed by the mere payment of money, and (III) would cost not more than the Title Commitment reflects any exceptions and Violations Cure Cap to remove). Any exception to title which are Purchaser does not acceptable raise on or before the Objection Cut Off Date shall be deemed a Permitted Exception. If Seller or a Joint Venture, as applicable, fails to Buyerhave each such exception that is not a Permitted Exception removed or corrected at or prior to Closing (as adjourned), in Buyer’s Purchaser may at its sole discretion; and exclusive option at Closing (iias adjourned), either (a) terminate this Agreement by written notice to Seller and the Survey discloses any state Joint Ventures, whereupon all rights and obligations hereunder of fact not acceptable to Buyereach party shall cease and terminate and be of no further force or effect except those rights and obligations hereunder that expressly survive the termination of this Agreement, in Buyer’s sole discretion; or (iiib) at any time prior elect to the Closing, accept title to the Property as it then is encumbered by without any exception reduction in, abatement of, or credit against the Purchase Price and such exceptions shall be deemed Permitted Exceptions; if Purchaser fails to title not acceptable to Buyer, in Buyer’s sole discretion (with any make either such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the election at Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller Purchaser shall be obligated deemed to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:have elected option (b).

Title Defects. If: Upon receipt of the last to be received of the Title Commitments, the Surveys and all Schedule B documents referenced in the Title Commitments and the Surveys, Wintrust will have a period of ten (10) days to examine the Title Commitments and notify the Company in writing (the “Title Defect Notice”) of (i) any defects or objections materially affecting the Title Commitment reflects any exceptions marketability of the title to title the Real Property which are not acceptable to Buyer, included in Buyer’s sole discretion; the Permitted Encumbrances (the “Title Defects”) and (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or endorsements (iii“Title Endorsements”) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date Policies (as defined below)) reasonably required by Wintrust. Without limiting the generality of the foregoing, Seller the Title Endorsements shall provide Buyer with reasonable evidence of such removal include an extended coverage endorsement deleting or provide reasonable evidence that insuring over all general or standard exceptions to title customarily contained in such Title Policies and a 3.1 zoning endorsement (with parking coverage). Upon its receipt of the Title Defect Notice, the Company will be removed have until the Closing Date to cure the Title Defects and obtain the Title Endorsements at the Company’s sole expense. If the Company fails or that elects not to cure the Title Defects or obtain the Title Endorsements by the Closing Date and such Affirmative Coverage Title Defects either materially interfere with the use or operation of the Real Property, or materially affect the fair market value of the Real Property, in either case as determined by Wintrust in its sole reasonable discretion, Wintrust will be obtained. Notwithstanding anything contained herein have the option in its sole discretion to: (x) terminate this Agreement by giving written notice of termination to the contrary, Seller shall be obligated Company; or (y) accept title to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Real Property with the Title Defects prior toand without the Title Endorsements, or at, subject to a reduction in the Closing:Merger Consideration equal to an amount to be mutually agreed upon in good faith by Wintrust and the Company.

Title Defects. If: (i) Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter pertaining to the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, Real Property unless Buyer shall have given Sellers a specific written notice of its objection in Buyer’s sole discretion; reasonable discretion (iibased solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) the Survey discloses to any state of fact such matter (an “Initial Title Objection Notice”) by not acceptable to Buyer, in Buyer’s sole discretion; or later than ten (iii10) at any time Business Days prior to the Closingexpiration of the Inspection Period (the “Initial Title Objection Deadline”). Notwithstanding the foregoing, title if an update to a Title Commitment for any Parcel received after the expiration of the Inspection Period and prior to the Property is encumbered by any Closing Date references a new exception to title that (A) is not acceptable to Buyera Permitted Encumbrance, in Buyer’s sole discretion (with any such exception B) was not previously reflected or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, referenced on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment Commitment, any existing survey or an updated survey delivered or made available to Buyer prior to the Satisfaction Dateexpiration of the Inspection Period, within fifteen (15C) days after was not created by Buyer receives notice of such Title Defect)or Buyer Parties and (D) has a material adverse effect on the Property, provide Seller with written notice of such Title Defect. Seller the Acquired Companies and the Companion Property, as a whole, then Buyer shall have the rightright to object to such matter, but not the obligation by delivery of a written notice (except as specifically set forth below), during the thirty a “Subsequent Title Objection Notice”) to Sellers within two (302) day period after receipt of such notice, Business Days (but not later than the Closing, then-scheduled Closing Date) from receipt of such update to a Title Commitment. Sellers shall have no obligation to remove such or cure any alleged defects, objections or survey matters raised in an Initial Title Defect Objection Notice or obtain affirmative title insurance coverage acceptable to Buyera Subsequent Title Objection Notice (each, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such a “Title Defect (“Affirmative CoverageObjection”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage except for the following Title Defects prior to, or at, the Closing:Mandatory Cure Exceptions.

Title Defects. If: Purchaser shall furnish to Seller on or before the date which is fourteen (i14) days after the Effective Date, a title commitment with respect to the Lands and Improvements prepared by the Title Commitment reflects Insurer (the “Title Insurance Commitment”), and copies of all recorded documents noted in Schedule B of the Title Insurance Commitment, together with a statement specifying any exceptions to defects in title which are not acceptable Permitted Exceptions (“Purchaser’s Statement”). In the event that Purchaser shall fail to Buyerdeliver Purchaser’s Statement to Seller prior to the date set forth above, in BuyerPurchaser shall be deemed to have waived its right to raise any title objections that existed as of such date. Seller shall have no obligation to remove any defects to title except for monetary liens which were voluntarily created by Seller. If Purchaser provides timely notice of any title objections to Seller, Seller shall, within ten (10) days after receipt of Purchaser’s sole discretion; (ii) Statement, notify Purchaser whether Seller agrees to use commercially reasonable efforts to cause any title objections raised by Purchaser to be omitted from the Survey discloses any state of fact not acceptable to BuyerTitle Insurance Commitment, in Buyer’s sole discretion; or (iii) at any time insured over with affirmative insurance from the Title Insurer, prior to the Closing. If Seller does not deliver to Purchaser within such ten (10) day period written notice agreeing in writing to use commercially reasonable efforts to cause such title objections to be removed from the Title Insurance Commitment, then Seller shall be deemed to have elected not to cause any such title objections to be removed from the Property is encumbered by any exception Title Insurance Commitment, and subject to Section 2.4 below, Purchaser’s sole right and remedy shall be to either (a) waive the title objections which Seller has not acceptable agreed to Buyeruse commercially reasonable efforts to cure, and close title without abatement or reduction of the Purchase Price, or (b) terminate this Agreement, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred ether case upon notice to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment Seller given prior to the Satisfaction Dateexpiration of the Due Diligence Period. If Purchaser elects to terminate this Agreement, the Deposit shall be returned to Purchaser, and upon such return, except as expressly provided herein, this Agreement and all rights and obligations of the respective parties hereunder shall be null and void. If Purchaser does not notify Seller of its election to terminate this Agreement within fifteen (15) days after Buyer receives notice such period, Purchaser shall conclusively be deemed to have waived its right of termination on account of such Title Defect), provide defect which Seller with written notice of such Title Defect. Seller shall have the right, but has not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, agreed to remove such Title Defect or obtain affirmative title insurance coverage acceptable use commercially reasonable efforts to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:cure.

Title Defects. If: Not later than the expiration of the Inspection Period (as defined in Paragraph 16(a)), Buyer shall deliver to Seller a current title commitment for the Premises issued by Escrowee, together with a written notice ("Title Notice") specifying any alleged defects in or objections to the title to the Premises which do not constitute Permitted Exceptions. Buyer shall be deemed to have waived its right to object to any encumbrance or other title objection existing at the Closing Date unless Buyer shall have timely given to Seller the Title Notice which specifies Buyer's objection, unless such encumbrance or other title objection was not a matter of record on the effective date of such title commitment. Upon Buyer's failure to timely object, such encumbrance or other title objection shall be deemed a Permitted Exception. Seller shall have no obligation to cure any alleged defect or objection raised in the Title Notice. If Buyer delivers a Title Notice, Seller shall have five (5) days after receipt of the Title Notice in which to notify Buyer in writing as to which of the alleged defects or objections raised in the Title Notice Seller will undertake to cure and which Seller declines to cure. If Seller fails to timely give such responsive notice to Buyer, Seller will be deemed to have declined to cure any alleged defect or objection raised in the Title Notice. In any event, Seller agrees to cure (i) any liens and encumbrances securing the Title Commitment reflects any exceptions to title payment of money which were voluntarily created by Seller and which are not acceptable to Buyer, identified in Buyer’s sole discretion; 's Title Notice or which arise after the date of Buyer's title commitment and (ii) the Survey discloses any state of fact mechanic's liens. If Seller does not acceptable commit to Buyer, undertake to cure any alleged title defect raised in Buyer’s sole discretion; or (iii) at any time prior to the Closing's Title Notice by April 7, title to the Property is encumbered by any exception to title not acceptable to Buyer1997, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below)exercisable by notice to Seller given on or before April 11, during the thirty (30) day period after receipt of such notice, but not later than the Closing1997, to remove such Title Defect or obtain affirmative title insurance coverage acceptable terminate this Agreement. If Buyer so terminates this Agreement, Escrowee is authorized and directed to return the Deposit to Buyer, insuring and defending upon the return of the Deposit to Buyer, neither party shall have any further rights or obligations under this Agreement (except for the indemnity and confidentiality obligations of Buyer against any loss, cost, or expense arising out to Seller set forth in Paragraph 16(a) and 16(f) of or related to such Title Defect (“Affirmative Coverage”this Agreement which shall survive the termination of this Agreement). If Buyer does not so terminate this Agreement, those matters which Buyer objected to in the Title Notice and which Seller elects declined to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller cure shall be obligated to expend whatever sums are required deemed Permitted Exceptions. If Seller fails to cure by Closing any alleged title defect or obtain Affirmative Coverage for title objection which Seller notifies Buyer Seller will undertake to cure, Buyer shall have the following Title Defects prior to, or at, the Closing:rights set forth in Paragraph 4(b).

Title Defects. If: (i) Buyer shall be deemed to have waived its right to object to any encumbrance or other title exception or matter pertaining to the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, Real Property unless Buyer shall have given Seller a specific written notice of its objection in Buyer’s sole discretion; reasonable discretion (iibased solely on a title or survey matter that would cause the applicable Parcel to not be rentable in the ordinary course of business) the Survey discloses to any state of fact such matter (an “Initial Title Objection Notice”) by not acceptable to Buyer, in Buyer’s sole discretion; or later than ten (iii10) at any time Business Days prior to the Closingexpiration of the Inspection Period (the “Initial Title Objection Deadline”). Notwithstanding the foregoing, title if an update to a Title Commitment for any Parcel received after the expiration of the Inspection Period and prior to the Property is encumbered by any Closing Date references a new exception to title that (A) is not acceptable to Buyera Permitted Encumbrance, in Buyer’s sole discretion (with any such exception B) was not previously reflected or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, referenced on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment Commitment, any existing survey or an updated survey delivered or made available to Buyer prior to the Satisfaction Dateexpiration of the Inspection Period, within fifteen (15C) days after was not created by Buyer receives notice of such Title Defector Buyer Parties and (D) has a material adverse effect on the Property, Companion Property, the Acquired Companies (as defined in the Companion Contract) and the Fee Owner (as defined in the Companion Contract), provide Seller with written notice of such Title Defect. Seller as a whole, then Buyer shall have the rightright to object to such matter, but not the obligation by delivery of a written notice (except as specifically set forth below), during the thirty a “Subsequent Title Objection Notice”) to Seller within two (302) day period after receipt of such notice, Business Days (but not later than the Closing, then-scheduled Closing Date) from receipt of such update to a Title Commitment. Seller shall have no obligation to remove such or cure any alleged defects, objections or survey matters raised in an Initial Title Defect Objection Notice or obtain affirmative title insurance coverage acceptable to Buyera Subsequent Title Objection Notice (each, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such a “Title Defect (“Affirmative CoverageObjection”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage except for the following Title Defects prior to, or at, the Closing:Mandatory Cure Exceptions.

Title Defects. If(a) Buyer shall obtain as soon as reasonably practicable and deliver a copy to Seller: (ix) the Title Commitment, (y) copies of all documents referred to on Schedule B of the Title Commitment reflects any as exceptions to coverage, and (z) the Survey. Prior to the expiration of the Due Diligence Period, Buyer shall have the right, it its sole discretion, to object in writing to any title which are matters that appear on the Title Commitment, the Survey, and any updates thereto (whether or not acceptable to Buyersuch matters constitute Permitted Exceptions). After the expiration of the Due Diligence Period, Buyer shall have the right, in Buyer’s sole discretion; , to object in writing to any title matters which are not Permitted Exceptions if (i) such matters first appear on any update to the Title Commitment or Survey issued after the expiration of the Due Diligence Period, and (ii) the such objection is made by Buyer within five (5) Business Days after such updated Title Commitment or Survey discloses any state of fact not acceptable to Buyeris received by Buyer (but, in Buyer’s sole discretion; or (iii) at any time event, prior to the applicable Scheduled Closing Date). Unless Buyer is entitled to and timely objects to such title matters, all such title matters shall be deemed to constitute additional Permitted Exceptions. If this Agreement is not terminated by Buyer in accordance with the provisions hereof, Seller shall, at the applicable Closing, title Remove all Required Removal Exceptions. If Seller is unable to the Property is encumbered by Remove any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment Required Removal Exceptions prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the applicable Closing, Buyer may at the applicable Closing elect to remove such Title Defect or obtain affirmative title insurance coverage acceptable to either (i) exercise Buyer, insuring and defending Buyer against any loss, cost’s rights under Section 9.2, or expense arising out (ii) accept such exceptions to title and the applicable Closing shall occur as herein provided without any reduction of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before credit against the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:Purchase Price.

Title Defects. If: (i) , upon review of the Title Commitment reflects Documents, Purchaser asserts the existence of any exceptions to encumbrance, encroachment, defect in or other matter affecting title which are not acceptable to Buyerwhich, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to BuyerPurchaser's opinion, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, renders title to the Property is encumbered by Property, unmarketable or otherwise unacceptable, and which Purchaser does not waive (any exception to title not acceptable to Buyerof the foregoing shall be deemed a "Title Defect"), Purchaser will give Seller written notice of such Title Defect(s) within ten (10) business days after Purchaser's discovery of each such Title Defect and, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer maycase, on or before the Satisfaction Date (ordate of Closing. After receipt of such notice, Seller shall use such efforts and expend such amount as are reasonable to remove or cure any such Title Defects prior to Closing. Seller shall have no obligation, however, to cure any Title Defect. If Seller elects, in the case its sole discretion, to cure any Title Defect, Seller may, by written notice to Purchaser within five (5) days of a Title Defect not disclosed by the Title Commitment such election but, in any event, prior to the Satisfaction Datedate of Closing, within fifteen extend the date of Closing for a period up to thirty (1530) days after Buyer receives notice of such (the "Title Defect), provide Seller with written notice of Defect Extension") in order to attempt to cure such Title Defect. If Seller elects to invoke the Title Defect Extension, Seller shall have give written notice to Purchaser when any Title Defect is cured and Closing shall occur on the righttenth (10th) business day following the giving of such notice or such other date to which the parties may agree which shall be, but not in any event, prior to the obligation (except as specifically set forth below), during end of the thirty (30) day time period after receipt referenced above for Title Defect extension. If Seller does not or is unable to so remove or cure all such Title Defects prior to Closing, Purchaser may: (i) waive all such uncured Title Defects and accept such title as Seller is able to convey as of such noticeClosing; or (ii) terminate this Agreement and all parties shall be relieved of any further obligations hereunder. Seller shall be entitled to use and rely on the net proceeds from Closing otherwise due to the Seller in order to cure or remove any Title Defect which may be removed by payment of an ascertainable amount of money and for which the title policy will delete or affirmatively insure over the Title Defect so cured in conjunction with, but not later than and at the time of, the Closing, to remove such . Purchaser agrees that any Title Defect shall be deemed cured if Seller shall cause the Title Defect to be deleted from the Title Commitment and the "Title Policy" as defined below, or obtain if Seller obtains affirmative title insurance coverage acceptable protection inuring to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on the purchaser with respect thereto at or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:.

Title Defects. If: Prior to the expiration of the Inspection Period, Buyer shall notify Seller in writing (i“Buyer’s Notice”) of any title matters disclosed in the Title Commitment reflects or Survey to which Buyer objects (the “Title Commitment Defects”). Any matter disclosed in the Title Commitment or Survey and not objected to by Buyer within such period or subsequently waived by Buyer in writing shall be deemed a permitted exception (“Permitted Exception”). If Buyer learns, through continuation reports, updates to the Title Commitment or other written evidence, of any exceptions additional title defect(s) not disclosed in the Title Commitment or Survey (the “Additional Title Defects”, and together with the Title Commitment Defects, the “Title Defects”), Buyer shall have the right to title which are not acceptable object to Buyersuch Additional Title Defect(s) by giving written notice thereof to Seller on or before the earlier of (x) five (5) business days after the date Buyer receives such continuation report, in Buyer’s sole discretion; updated Title Commitment or other written evidence disclosing such Additional Title Defects or (iiy) the Survey discloses any state of fact not acceptable to BuyerClosing Date. Seller shall be obligated, in Buyer’s sole discretion; on or (iii) at any time prior to the Closing, to pay, discharge or remove of record or cause to be paid, discharged or removed of record or insured over by the Title Company in a manner satisfactory to Buyer in its sole discretion, at Seller’s sole cost and expense, all of the following items: (a) Voluntary Liens (as hereinafter defined), and (b) other liens encumbering the Project (including judgments and federal, state and municipal tax liens) which (i) are in liquidated amounts and which may be satisfied solely by the payment of money (including the preparation or filing of appropriate satisfaction instruments in connection therewith), excluding, however, mechanic liens which are a tenant’s responsibility to remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer prior to the expiration of the Inspection Period, and (ii) do not exceed in the aggregate $1,000,000.00 (the “Cure Amount”). Except as set forth in this Section 4.3, Seller shall have no obligation to cure any Title Defects. The term “Voluntary Liens” as used herein shall mean all monetary liens, including mortgages which Seller has suffered or allowed to be placed on the Project, other than Permitted Exceptions, excluding, however, mechanics liens which are a tenant’s responsibility to remove pursuant to the terms of the applicable Leases and which are disclosed to Buyer prior to the expiration of the Inspection Period. If Seller, after having used commercially reasonable good faith efforts (which shall include curing and removing of record all Voluntary Liens and expending money to cure all other Title Defects up to the Cure Amount), is unable to cure a Title Defect on or prior to Closing, Buyer may, at its discretion (i) elect to adjourn the Closing for a period not to exceed ten (10) business days to allow Seller to cure such Title Defect, and in such event Seller shall continue to use commercially reasonable good faith efforts to effect such cure, (ii) elect to waive in writing such Title Defect in which case it shall be deemed a Permitted Exception or (iii) terminate this Agreement in which event Buyer shall be entitled to receive the Escrow Deposit. If an act or omission of Seller that is not reflected in the Title Commitment or any continuation thereof or in the Permitted Exceptions as of the Closing Date has an effect on title to the Real Property is encumbered by any exception and if Seller does not cure or cause Title Company to title not acceptable insure over such item in a manner satisfactory to BuyerBuyer in its sole discretion, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on may either waive such matter or before terminate this Agreement and receive the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring Escrow Deposit and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtainedpursue its remedies under Section 10.2. Notwithstanding anything contained herein in this Section 4.3 to the contrary, Buyer may, in its sole discretion, at any time accept such title as Seller shall be obligated to expend whatever sums are required to cure can convey, without reduction of the Purchase Price or obtain Affirmative Coverage for the following Title Defects prior to, any credit or at, the Closing:allowance on account thereof.

Title Defects. If: (i) If the Title Commitment reflects any or Survey discloses exceptions to title which are not acceptable objectionable to BuyerPurchaser, in Buyerits reasonable discretion (each, a “Defect” and collectively, the “Defects”), except for exceptions relating to Seller’s sole discretion; (ii) the Survey discloses any state of fact not acceptable Existing Financing which Seller shall cause to Buyer, in Buyer’s sole discretion; or (iii) be removed at any time prior to the Closing, title to the Property is encumbered by any exception to title rights of tenants, as tenants only, under the Leases, and the lien of general real estate taxes and assessments not acceptable to Buyeryet due and payable, in Buyer’s sole discretion Purchaser shall have until 5:00 p.m. Chicago (with any such exception or unacceptable state Central) time on the expiration of fact being referred to herein as a the Due Diligence Period (the “Title DefectObjection Date”) to so notify Seller in writing (the “Purchaser’s Title Notice”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not . Any matters disclosed by the Title Commitment prior or the Survey and not objected to by Purchaser on or before the Title Objection Date shall be deemed approved by Purchaser and shall constitute Permitted Exceptions. If Purchaser shall deliver the Purchaser’s Title Notice to Seller as aforesaid, Seller shall, within five (5) days after receipt of the same, notify Purchaser in writing (“Seller’s Notice”) whether Seller intends to either (i) cause any or all of the Defects to be removed or insured over, or (ii) take no further action regarding any or all of the Defects. Seller’s failure to deliver to Purchaser a Seller’s Notice within the aforementioned five (5) day period shall be deemed Seller’s election of the course of action set forth in clause (ii) above. If Seller elects, or is deemed to have elected, the course of action set forth in clause (ii) above with respect to any or all of the Defects, then Purchaser shall have the right (as its sole and exclusive remedy under this Agreement, at law and in equity), by delivering written notice to Seller before the expiration of the Due Diligence Period, to either (A) terminate this Agreement and immediately receive from Escrowee the Xxxxxxx Money, whereupon this Agreement shall be null and void and of no further force or effect (except for the Surviving Obligations (as hereinafter defined)), or (B) waive its uncured objection and accept title to the Satisfaction DateProperty subject to such Defects (with no reduction in the Purchase Price) whereupon such Defects which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Purchaser fails to make either such election, Purchaser shall be deemed to have elected option (B). If Seller has elected pursuant to this Section 4(c) to cure or insure over a Defect, but is unable to do so within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period Business Days after receipt of Purchaser’s Title Notice, Purchaser may (as its sole and exclusive remedy under this Agreement, at law and in equity), by delivering notice thereof to Seller within five (5) days after such notice, but not later than 15-Business Day period elect to either (y) terminate this Agreement and immediately receive from Escrowee the Closing, to remove such Title Defect Xxxxxxx Money whereupon this Agreement shall be null and void and of no further force or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, costeffect (except for the Surviving Obligations), or expense arising out of or related (z) waive its uncured objection and accept title to the Property subject to such Title Defect Defects (“Affirmative Coverage”)with no reduction in the Purchase Price) whereupon such Defects which had been objected to shall be deemed approved and shall constitute Permitted Exceptions. If Seller elects Purchaser fails to do somake either such election, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller Purchaser shall be obligated deemed to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:have elected option (z).

Title Defects. If: (i) On or before December 4, 1997, Buyer shall give Seller ------------- notice of all title defects shown in the Title Commitment reflects any exceptions to title which are not accepted by Buyer as Permitted Exceptions and shall notify Seller at the earliest practical time of any defects or exceptions shown by the Survey which are not accepted by Buyer as Permitted Exceptions. Any and all exceptions affecting all or any portion of the Property disclosed by the Commitment (as exceptions, requirements, or otherwise) which are not the subject of a notice from Buyer to Seller given within the applicable period of time, shall be deemed accepted by Buyer as Permitted Exceptions and shall be listed in the deed as exceptions to the warranty of title contained in the Deed. In the event Buyer notifies Seller of any title defects shown by the Commitment or the Survey which are not accepted, and have not previously been accepted, by Buyer as Permitted Exceptions, Seller may cure such defects in a manner reasonably acceptable to Buyer, ; provided that Seller shall not be obligated hereby to cure any such defects or to incur any expense in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (connection with any such cure. For purposes hereof, a title defect or exception shall be deemed cured if the Title Company deletes the defect from the Title Commitment. If each of the defects objected to by Buyer has not been cured on or unacceptable state of fact being referred to herein as a “Title Defect”); then before December 8, 1997, Buyer may, by written notice delivered to Seller on or before December 8, 1997, either (a) terminate this Agreement or (b) waive such defects and accept the Satisfaction Date (or, in same as Permitted Exceptions. In the case event Buyer does not notify Seller of a Title Defect not disclosed by the Title Commitment prior its decision to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect terminate or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then waive on or before the Closing Date (as defined below)December 8, Seller shall provide 1997, Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated deemed to expend whatever sums are required have waived its objection to cure or obtain Affirmative Coverage for such defects and to have accepted such defects as Permitted Exceptions and shall be deemed to have waived and accepted as Permitted Exceptions any defects and exceptions shown by the following Title Defects prior toSurvey, or at, even if not previously made the Closing:subject of a notice to Seller.

Title Defects. If: Purchaser acknowledges receipt of current title commitments (iindividually a "Title Commitment" and collectively the "Title Commitments") from the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, Company and all back-up documents in Buyer’s sole discretion; connection therewith (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; "Title Documents"). On or (iii) at any time prior to the Closingdate which is ten (10) days before the expiration of the Inspection Period, Purchaser shall submit to Sellers a written notice from Purchaser ("Title Notice") specifying any alleged defects in or objections to the title to the Real Property is encumbered and Improvements which do not constitute Permitted Encumbrances. Purchaser shall be deemed to have waived its right to object to any encumbrance or other title objection existing of record at the time of the Title Notice unless Purchaser shall have timely given to Sellers the Title Notice which specified Purchaser’s objection unless such encumbrance or other title objection was not listed in a Title Commitment. Each Seller shall cause any lien, including any existing financing, voluntarily created by any exception to title not acceptable to Buyersuch Seller (as distinguished from, in Buyerfor example, a mechanic’s sole discretion (with any such exception or unacceptable state lien asserted against the interest of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, tenant in the case of a Title Defect not disclosed by the Title Commitment prior Real Property and Improvements to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defectbe paid at Closing. No Seller shall have any obligation to cure any other alleged defect or objection raised in the rightTitle Notice. Sellers shall, but not the obligation within five (except as specifically set forth below), during the thirty (305) day period after business days following receipt of the Title Notice, notify Purchaser of their intent to (A) remove any encumbrance or other title objection which is not a Permitted Encumbrance or (B) provide the Title Company such notice, but not later than assurances as the Closing, Title Company requires to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer insure Purchaser against any loss, cost, loss arising from such encumbrances or expense arising out of other title objections or related (C) elect to such Title Defect do neither (“Affirmative Coverage”A) nor (B). If Purchaser shall then have until the expiration of the Inspection Period to either waive any title objection a Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required has not agreed to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:terminate this Agreement.

Title Defects. If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, "Permitted Exceptions" shall not include (i) any objectionable title matter which Seller has elected to remedy, (ii) mortgages, deeds of trust, judgments and other monetary liens or encumbrances creating liens on the Property (all of which Seller shall satisfy and release of record at or prior to Closing), (ii) any unrecorded easements or encumbrances affecting all or any portion of the Property not expressly disclosed in writing to Purchaser, not visible on the Property or not otherwise noted on any ofthe Deliveries, and (iii) any matters of record placed against the Property not otherwise contemplated by this First Amendment without Purchaser's prior written consent after the date this First Amendment (hereinafter the "Title Defects"). In the event Purchaser shall ascertain on or before Closing that title to the Property is subject to Title Defects then, and in such event, Seller, at Seller's expense, shall take all such action as may be required to remove all such Title Defects. If, notwithstanding the reasonable efforts of Seller, Seller shall be obligated unable to expend whatever sums are required to cure or obtain Affirmative Coverage for the following remedy all Title Defects prior toupon or before Closing (which Closing may be extended, at Purchaser's sole option, for up to ninety (90) days to permit remedying of Title Defects), Purchaser may, at its sole option, either (i) declare this First Amendment terminated, obtain the refund and return of the Deposit and all Extension Fees paid and hold Seller liable for any costs, expenses, losses or damages (including attorneys' fees) incurred by Purchaser arising out of Title Defects resulting from, or atcaused by, any action, inaction or omission of Seller not exceeding, in the Closing:aggregate, Fifty Thousand Dollars ($50,000.00) or (ii) waive such Title Defects and proceed with Closing without any reduction in the Purchase Price.

Title Defects. If: No later than five (i5) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time days prior to the Closingexpiration of the Due Diligence Period, title Buyer shall deliver a notice to each Seller, as applicable, of the Property is encumbered by existence of any exception exceptions in each Title Commitment (other than Permitted Exceptions) that are unsatisfactory to title not acceptable to Buyer, in Buyer’s sole discretion Buyer (with any such exception or unacceptable state of fact exceptions being referred to herein as a called “Title DefectDefects”); then . Notwithstanding the foregoing, Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect need not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice under this Section 3.2 or Section 3.3 of such Title Defect. its objection to any mortgages or deeds of trust that are created by a Seller shall have or its predecessors in title, and related financing documentation recorded against the rightProperty, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date Mechanic’s Liens (as defined below), tax liens encumbering the Property, and all other monetary liens encumbering the Property (collectively, “Mandatory Cure Items”), all of which, to the extent that they are reflected in the Title Commitments, shall be deemed Title Defects that Seller is obligated hereunder to remove at or prior to Closing. If Buyer timely notifies a Seller of the existence of any Title Defects for a Seller’s Individual Property, then such Seller shall provide have five (5) days within which to notify Buyer with reasonable evidence whether such Seller intends to cure such Title Defects, and the failure by such Seller to notify Buyer within such 5-day period shall be deemed conclusively to be such Seller’s notice to Buyer of such removal Seller’s decision not to cure the Title Defects. If Buyer does not deliver such notice of Title Defects or provide reasonable evidence does not do so timely, or does not list any particular title objection, in each instance other than Mandatory Cure Items that Seller is obligated to remove at or prior to Closing, then Buyer shall be deemed to have waived any and all objections to the state of title identified in such Title Commitment relating to such Individual Property not expressly identified as a Title Defect will be removed in any such notice (and all such matters not so expressly identified, other than Mandatory Cure Items, shall become Permitted Exceptions). If a Seller notifies, or that is deemed to have notified, Buyer of its intention not to cure any Title Defects with respect to such Affirmative Coverage will be obtained. Notwithstanding anything contained herein Seller’s Individual Property, then Buyer shall have five (5) days from the date of such Seller’s notification (or the date such Seller is deemed to have notified Buyer) to notify Sellers of its decision whether to (a) take title to the contraryIndividual Property as such Seller may give (i.e., Seller waive the Title Defect), without abatement of the Purchase Price, or (b) terminate this Agreement with respect to all of the Property and all Sellers, and in the latter event, the Deposit shall be obligated promptly returned to expend whatever sums are required Buyer and this Agreement shall terminate. If a Seller agrees to cure or obtain Affirmative Coverage for the following any Title Defects prior to, or at, the Closing:with respect to such Seller’s Individual Property and such Title

Title Defects. If: (i) the Title Commitment reflects any exceptions to title which are not acceptable to Buyer, in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer Xxxxx may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer Xxxxx receives notice of such Title Defect), provide Seller with written notice of such Title Defect. Seller shall have the right, but not the obligation (except as specifically set forth below), during the thirty (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects to do so, then on or before the Closing Date (as defined below), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:

Title Defects. If: Buyer shall cause the Title Company to deliver the Title Commitment, together with copies of the exceptions to title referred therein, to Seller and Buyer. At least five (i5) business days prior to the expiration of the Inspection Period, Buyer shall submit to Seller a written notice from Buyer (the “Title Notice”) specifying (A) any alleged defects in or objections to the title to the Property, and/or (B) its disapproval of any of the matters shown on the Existing Survey or the Survey. Buyer shall be deemed to have waived its right to make objection at the time of the Title Notice to matters shown in the Title Commitment reflects any exceptions or on the Existing Survey or the Survey unless Buyer shall have timely given to title Seller the Title Notice which are not acceptable to Buyer, in specified Buyer’s sole discretion; objection. Seller shall cause any mortgage or other lien voluntarily created by Seller (iiother than the Existing Loan) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; be paid and discharged at or (iii) at any time prior to the Closing, title . Seller shall have no obligation to the Property is encumbered by cure any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception other alleged defect or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, objection raised in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction DateNotice, within fifteen (15) days after Buyer receives notice of such Title Defect), provide Seller with written notice of such Title Defectexcept as specifically provided in this Section. Seller shall have the right, but at its sole option, upon written notice to Buyer given within two (2) business days following receipt of the Title Notice, to notify Buyer of its intent to (A) remove any encumbrance or other title objection or (B) elect not to do (A), in which event Buyer will have the obligation (except as specifically right to make the election set forth below), during the thirty . Failure by Seller to deliver a notice of elections pursuant to this subparagraph shall be deemed an election by Seller under clause (30) day period after receipt of such notice, but not later than the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to Buyer, insuring and defending Buyer against any loss, cost, or expense arising out of or related to such Title Defect (“Affirmative Coverage”B). If Seller elects elects, or is deemed to have elected, not to do so, then on or before the Closing Date (as defined belowA), Buyer may elect, by written notice given to Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein prior to the contraryexpiration of the Inspection Period, as its sole right and remedy, either (i) to take such title to the Property as Seller can convey, with no abatement of the Purchase Price, or (ii) to terminate this Agreement and to receive on written demand by Buyer to Seller and Escrow Agent the return of the Xxxxxxx Money Deposit. Upon the delivery of Buyer’s notice to terminate under clause (ii) above to Escrow Agent and Seller, this Agreement shall be obligated to expend whatever sums are required to cure and become null and void and neither party shall have any further rights or obtain Affirmative Coverage obligations hereunder (except for the following Title Defects indemnity obligations of Buyer to Seller as set forth in this Agreement which shall survive the cancellation of this Agreement). If Buyer makes no election prior toto the expiration of the Inspection Period, or atBuyer is deemed to have elected to take such title to the Property as Seller can convey, with no abatement of the Closing:Purchase Price.

Title Defects. If: (i) In the event Buyer has the Title Commitment reflects down-dated in accordance with Section 4(a) above, then Buyer may, within three (3) days of Buyer’s receipt of the down-dated Title Commitment but in no event later than the day before the Closing Date, object in writing to any exceptions to condition of title which are not acceptable to Buyeridentified as a Permitted Exception, which, in Buyer’s sole discretion; (ii) , affects the Survey discloses any state marketability or insurability of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior to the Closing, title to the Real Property is encumbered by any exception to title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception or unacceptable state of fact being hereinafter referred to herein as a “Title Defect”); then . If Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect not disclosed by the Title Commitment prior to the Satisfaction Date, within fifteen (15) days after Buyer receives notice of such Title Defect), provide provides Seller with proper written notice of such any objections affecting the title to the Real Property as revealed by the down-dated Title Defect. Commitment, Seller shall then have the right, but not the obligation (except as specifically set forth below)obligation, during to cure or satisfy such Title Defect at or before the thirty (30) day period after receipt of such noticeClosing; provided, but however, that Seller shall not later than be required to institute any lawsuit or other legal proceedings to cure or satisfy any Title Defect. If the Title Defects are not satisfied by Seller at or before the Closing, to remove such Title Defect or obtain affirmative title insurance coverage acceptable to then, at the option of Buyer, insuring as evidenced by written notice to be given to Seller and defending Escrow Agent at or before Closing, Buyer against may, at its option, (i) elect to terminate this Agreement, in which event Escrow Agent shall return the Deposit together with all accrued interest forthwith to Buyer and no party shall thereafter have any lossfurther rights, cost, duties or expense arising out obligations hereunder except with regard to indemnifications which shall by their express terms survive the termination of this Agreement; or related (ii) elect to close the purchase transaction contemplated herein subject to such Title Defect Defects, without any reduction of the Purchase Price other than for Title Defects of an ascertainable monetary value that are the sole and exclusive obligation of Seller, in an amount not to exceed Five Thousand and 00/100 Dollars US (“Affirmative Coverage”$5,000.00), cumulatively, without Seller’s prior written consent. If Buyer fails to notify Seller elects that Buyer is terminating this Agreement pursuant to do so, then on or before the Closing Date (as defined belowthis Section 4(b), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated deemed to expend whatever sums are required to cure or obtain Affirmative Coverage for have selected option (ii) in the following Title Defects prior to, or at, the Closing:previous sentence.

Title Defects. If: Not later than December 23, 1996, Seller shall submit to Buyer a current title commitment issued by Near North National Title Corporation. Not later than the end of the Inspection Period (ias defined in Section 19), Buyer shall submit to Seller, if at all, a written notice from Buyer ("Title Notice") the Title Commitment reflects Specifying any exceptions to title which are not acceptable to Buyer, alleged defects in Buyer’s sole discretion; (ii) the Survey discloses any state of fact not acceptable to Buyer, in Buyer’s sole discretion; or (iii) at any time prior objections to the Closing, title to the Property is encumbered by Premises or the Survey which do not constitute Permitted Encumbrances. Buyer shall be deemed to have waived its right to object to any exception encumbrance or other title objection or survey defect existing at the time of the Closing Date unless Buyer shall have timely given to Seller the Title Notice which specified Buyer's objection unless such encumbrance or other title not acceptable to Buyer, in Buyer’s sole discretion (with any such exception objection or unacceptable state of fact being referred to herein as a “Title Defect”); then Buyer may, on or before the Satisfaction Date (or, in the case of a Title Defect survey defect was not disclosed by the title commitment or the Survey. Seller shall have no obligation to cure any alleged defect or objection raised in the Title Commitment prior to Notice, except that Seller shall cause the Satisfaction Dateexisting first mortgage held by Nationwide Life Insurance Company, within fifteen an Ohio corporation (15) days after Buyer receives notice of such Title Defectthe "First Mortgagee"), provide Seller with written notice of such Title Defectto be discharged at closing. Upon Buyer's failure to timely object, any encumbrance or other title objection or survey defect disclosed by the title commitment or the Survey shall thereafter be deemed a Permitted Encumbrance. Seller shall have the right, but at its sole option, to defer the Closing Date for a period not the obligation (except as specifically set forth below), during the exceeding thirty (30) day period after receipt days to give Seller an opportunity, at Seller's sole option, of such notice, but not later than the Closing, either (i) attempting to remove such Title Defect any encumbrance or obtain affirmative other title objection or survey defect which is not a Permitted Encumbrance or (ii) providing the title insurance coverage acceptable company such assurances as the title insurance company requires to insure Buyer and Buyer, insuring and defending Buyer 's mortgagee against any loss, costloss arising from such encumbrances or other title objections or survey defects, or expense arising out of or related to such Title Defect (“Affirmative Coverage”). If Seller elects iii) electing to do so, then on or before the Closing Date neither (as defined belowi) nor (ii), Seller shall provide Buyer with reasonable evidence of such removal or provide reasonable evidence that such Title Defect will be removed or that such Affirmative Coverage will be obtained. Notwithstanding anything contained herein to the contrary, Seller shall be obligated to expend whatever sums are required to cure or obtain Affirmative Coverage for the following Title Defects prior to, or at, the Closing:.