Common use of Title Insurance Commitment Clause in Contracts

Title Insurance Commitment. Seller shall obtain, and deliver to Purchaser, at Purchaser’s sole cost and expense, within twenty (20) days from the Execution Date a current standard commitment for an owner’s policy of title insurance (the “Commitment”), issued by the Title Company as agent for Chicago Title Insurance Company, under which Chicago Title Insurance Company shall agree to insure in the name of Purchaser fee simple title to the Property upon delivery of Seller’s aforesaid deed to Purchaser. The Commitment shall initially be in the minimum amount required by the Title Company for issuance without regard to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase Price.

Title Insurance Commitment. Within seven (7) business days from the Effective Date, Seller shall obtain, and deliver to Purchaser, at Purchaser’s sole cost and expense, within twenty : (20i) days from the Execution Date a current standard title commitment for an owner’s policy of title insurance (the “Commitment”), ) for an ALTA 2016 Owner’s Policy of Title Insurance issued by the Title Company as agent for Chicago Title Insurance CompanyInsurer, under which Chicago Title Insurance Company shall agree to insure in the name of Purchaser fee simple showing title to the Real Property upon delivery vested in Seller; and (ii) legible copies of Seller’s aforesaid deed to Purchaser. The Commitment shall initially be all documents cited or raised as title exceptions in the minimum amount required by the Title Company for issuance without regard to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed Commitment (collectively, the “Title Documents”). In the event the Commitment and/or Survey (as hereinafter defined) discloses exceptions to title other than Permitted Exceptions, Purchaser shall have seven (7) days after Purchaser’s receipt of the initial Commitment, the Title Documents, and the Survey to notify Seller in writing of any such title exceptions that Purchaser finds objectionable (the “Unpermitted Exceptions”). With delivery Within five (5) business days of receipt of a notice of Unpermitted Exceptions (“Objection Notice”) from Purchaser, Seller may elect in its sole and absolute discretion to cure or attempt to cure any one or more (a) all mortgages (together with any assignment of leases and rents and UCC-1 financing statements and related documents recorded or filed in connection with mortgages) encumbering the fee estate of the CommitmentProperty (if any), (b) mechanic’s or materialman’s liens in connection with work performed by or on behalf of Seller, (c) liens for unpaid taxes, assessments, utility, water, sewer, and other governmental charges, and (d) other monetary liens against Seller or Seller’s interest in the Property (but exclusive of Permitted Exceptions) that may be satisfied solely by the payment of a specified amount of money. If the Purchaser closes on the acquisition of the Property, it shall also deliver or cause to be delivered to deemed that the Purchaser at Purchaser’s expense copies has waived the uncured objections which shall become Permitted Exceptions. For the sake of any clarity, recorded easements, covenants and restrictions, as well as zoning codes, building codes and other land use laws regulating the use or agreements benefiting occupancy of property, that are not material in amount or affecting do not, individually or in the Propertyaggregate, whether materially detract from the value of or not materially impair the existing use of record, of which Seller has knowledge or control. At any time prior the property affected by such law (to the expiration of fifteen (15) days after receipt by Purchaser extent there are no violations of the Commitment, Purchaser same) shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objectionsbe deemed Permitted Exceptions. If such defects and objections are Seller elects not corrected to have said Unpermitted Exceptions so removed or satisfied insured over within said periodthe period allowed to Seller set forth above, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may may, within five (5) business days thereafter, elect any one of the following: (i) terminate this Agreement, in which event all ▇▇▇▇▇▇▇ Money less Independent Contract Consideration, plus interest accrued thereon, shall be immediately returned to accept title subject to such objections Purchaser, and neither party shall have any further liability hereunder other than those provisions which expressly survive the termination of this Agreement; or defects and(ii) consummate the transaction contemplated herein, without Seller having liability to Purchaser by reason of Purchaser accepting and take title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase PriceProperty.

Title Insurance Commitment. Seller Not later than thirty (30) days prior to -------------------------- Closing, Buyer shall obtainobtain a title insurance commitment with respect to the Premises (Texas Department of Insurance promulgated form) attached hereto as Exhibit 5.01, and deliver to Purchaser, at Purchaser’s sole cost and expense, within issued by such title insurer as is agreed upon by the parties. Buyer shall have twenty (20) days from the Execution Date a current standard commitment for an owner’s policy date of receipt of title insurance (commitment to examine the “Commitment”), issued by the Title Company as agent for Chicago Title Insurance Company, under which Chicago Title Insurance Company shall agree to insure in the name condition of Purchaser fee simple Seller's title. If Buyer determines title to the Property upon delivery be defective, Buyer shall notify Seller, in writing, within said twenty (20) day period of Seller’s aforesaid deed its objections to Purchaser. The Commitment shall initially be in the minimum amount required by the Title Company for issuance without regard to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection theretotitle. Seller shall then have until fifteen (15) days from receipt of such notice to remove the date defects of Purchaser’s objection title at Seller's expense. If Seller is unable to remove them within the aforesaid period, Buyer shall have the option of (a) accepting title in its defective condition or, (b) terminating this Agreement, whereupon Buyer and Seller shall be released of all further obligations hereunder and the Deposit, with all accrued interest, shall be returned to Buyer. Seller shall use its best efforts to correct any defects of title within the applicable time period, including applying Purchase Price proceeds reasonably required to remove the disapproved items and, if necessary, by filing law suits. Any exceptions to or satisfy all conditions upon or defects or objections. If such defects and objections of title as reflected in said Title insurance commitment which (a) are not corrected specifically and timely objected to by Buyer; or satisfied within said period(b) which after objection are waived by Buyer, then Purchaser, at its option, may elect shall be deemed to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect be Permitted Exceptions and Buyer agrees to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase PriceClosing with all Permitted Exceptions.

Title Insurance Commitment. Seller (a) Within fifteen (15) days following the Contract Date (as hereinafter defined), Buyer shall obtain, and deliver to Purchaser, at Purchaser’s sole cost and Buyer's expense, within twenty a Commitment for Title Insurance, (20hereinafter called the "Title Commitment") days from the Execution Date a current standard commitment for an owner’s policy of title insurance (the “Commitment”), issued by the Title Company as agent for Chicago Title Insurance Company, under which Chicago Commonwealth Land Title Insurance Company shall agree (the "Title Insurer") with copies of all referenced documents attached, evidencing that there is access to insure in the name of Purchaser Land, suitable for the Intended Use, from a public roadway and that Seller is vested with fee simple title to the Property upon delivery Land, free and clear of Seller’s aforesaid deed all liens, encumbrances, exceptions or qualifications whatsoever except for those exceptions to Purchasertitle: (i) which are described on the attached Exhibit D (the "Permitted Exceptions"), and (ii) which are monetary in nature. The Title Commitment shall initially also evidence that upon the execution, delivery, and recordation of the Deed to be delivered pursuant to this Agreement and the satisfaction of all requirements specified in the minimum amount required by Schedule B, Section 1 of the Title Company for issuance without regard Commitment, Buyer shall acquire fee simple title to the Purchase Price. The Property shall be Land subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached heretoPermitted Exceptions, and those other matters identified on the Title Commitment which are not timely objected to by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Buyer as being Title Defects. Buyer shall notify Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of the Inspection Period of those liens, encumbrances, exceptions, qualifications or other matters listed in the Title Commitment, other than the Permitted Exceptions, which must be discharged by Seller at or before Closing hereunder (any such liens, encumbrances, exceptions or qualifications referred to above being herein referred to as "Title Defects"). If Seller shall, prior to the time of Closing, cure or eliminate the Title Defects to the satisfaction of the title insurance company issuing the Title Commitment in such manner as to permit the Title Insurer to either (i) endorse the Title Commitment so as to delete the Title Defects from the Title Commitment or (ii) issue a new title insurance commitment that deletes the Title Defects, the Closing shall take place on the date and in the manner elsewhere specified in this Agreement. If Seller shall not so cure or eliminate the Title Defects, then Buyer, as its only rights and remedies, may cancel this Agreement on written notice to Seller and Escrow Agent and the Deposit and interest thereon shall be returned to Buyer or Buyer may close on this Agreement as if no such Title Defect existed. (b) A delay in delivery of the Title Commitment shall not be deemed a Buyer default unless the delay exceeds fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection upon which delivery is required by this Agreement. (c) Notwithstanding anything herein contained to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which casethe contrary, Seller shall promptly return have no obligation to cure any Title Defects, except the Option Price to Purchaser or, payment and discharge at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount Closing of the Nationwide Life Insurance Company first mortgage loan (the "First Mortgage") (d) Seller will deliver a title affidavit in the form customarily utilized in Atlanta, Georgia so as to eliminate from the Title Commitment to be increased to at Closing (and from the amount of title insurance policy when issued) the Purchase Priceprinted exceptions for unrecorded mechanics' liens and parties in possession (other than apartment tenants and service contract providers).

Title Insurance Commitment. Seller shall obtain, and deliver to Purchaser, at Purchaser’s sole cost and expense, within twenty (20) days from the Execution Date a current standard commitment for an owner’s policy Buyer acknowledges receipt of title insurance (the “Commitment”), issued by the Title Company as agent for Chicago Commitment, the cost of which is to be paid in accordance with the Section hereof entitled "Costs". Buyer shall have until the Approval Date to examine the Title Insurance Company, under which Chicago Title Insurance Company shall agree Commitment and to insure notify Seller in the name writing of Purchaser fee simple any Objectionable Items. All matters affecting title to the Property upon delivery as of Seller’s aforesaid deed to Purchaser. The Commitment shall initially be in the minimum amount required by date of the Title Company for issuance without regard Commitment, except those specifically and timely objected to the Purchase Price. The Property by Buyer in accordance with this Section and Sections 5.2 and 5.3 shall be subject only to current general real estate taxes not yet delinquent (deemed approved by Buyer and shall be deemed to be "Permitted Exceptions". If Buyer timely notifies Seller of any Objectionable Items, Seller may, but shall not otherwise be subject obligated to, cure or remove same; provided, however, that Seller shall cure any monetary lien(s) for borrowed money in definite amount(s) which were created by Seller (the "Curable Borrowed Money Liens") and, further, Seller shall cure or provide a credit to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body Buyer for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and mechanic lien(s) created by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of Seller and/or other lien(s) in a definite or ascertainable amountamount not to exceed $250,000.00 in the aggregate (together, which may with the Curable Borrowed Money Liens, herein referred to as the "Curable Mechanics and Other Liens"). If Seller does cure or remove all such Objectionable Items, Buyer shall be obligated to proceed with Closing. Such Objectionable Items shall be deemed removed by the payment of money or cured if Buyer obtains, at Closing, and which the Title Policy in favor of Buyer as the grantee of Seller's interest in the Property with such Objectionable Items having been removed as exceptions or insured over by Title Insurer by endorsements approved by Buyer in writing. Seller shall notify Buyer, within ten (10) business days after Seller's receipt of Buyer's notice of Objectionable Items, as to which Objectionable Items Seller is willing or able to cure or remove at that ("Seller's Election"); and if no such notice is given within such time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitmentperiod, Seller shall also deliver be deemed to have elected not to cure any of the Objectionable Items. If Seller is unwilling or cause unable to be delivered to Purchaser at Purchaser’s expense copies cure some or all of any easementsthe Objectionable Items, covenants or agreements benefiting or affecting the PropertyBuyer shall, whether or not of recordas its sole and exclusive remedy in such event, of which Seller has knowledge or control. At any time prior to the expiration of fifteen make an election in writing (15"Buyer's Election"), within five (5) business days after receipt by Purchaser Buyer of Seller's Election (or five (5) business days after the expiration of the Commitmenttime period for Seller to make Seller's Election if Seller fails to send notice of Seller's Election) either: (a) to accept title to the Property subject to the Objectionable Items which Seller is unwilling or unable to cure, Purchaser in which event the obligations of the parties hereunder shall have the right to advise Seller not be affected by reason of such Objectionable Items (except only that Buyer shall receive a credit for any defect uncured Curable Mechanics and Other Liens); or objection thereto. Seller shall then have until fifteen (15b) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without in accordance with the Section hereof entitled "Non-Default Termination". If Seller has not received Buyer's Election within such five (5) business day period, Buyer shall be deemed conclusively to have elected to accept title to the Property in accordance with Subsection (a) above. Anything to the contrary herein notwithstanding, under no circumstances shall Seller be obligated to give the Title Insurer any certificate, affidavit or other undertaking of any sort which might result in potential liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount excess of the Commitment liability undertaken by Seller in delivering the Affidavit of Title; provided, however, that this requirement does not alter the condition to be increased to closing that Buyer receives the amount Title Policy, all in accordance with the terms of the Purchase Pricethis Agreement.

Title Insurance Commitment. Seller Not later than thirty (30) days prior to Closing, Buyer shall obtainobtain a title insurance commitment with respect to the Premises (Texas Department of Insurance promulgated form) attached hereto as Exhibit 5.01, and deliver to Purchaser, at Purchaser’s sole cost and expense, within issued by such title insurer as is agreed upon by the parties. Buyer shall have twenty (20) days from the Execution Date a current standard commitment for an owner’s policy date of receipt of title insurance (commitment to examine the “Commitment”), issued by the Title Company as agent for Chicago Title Insurance Company, under which Chicago Title Insurance Company shall agree to insure in the name condition of Purchaser fee simple Seller's title. If Buyer determines title to the Property upon delivery be defective, Buyer shall notify Seller, in writing, within said twenty (20) day period of Seller’s aforesaid deed its objections to Purchaser. The Commitment shall initially be in the minimum amount required by the Title Company for issuance without regard to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection theretotitle. Seller shall then have until fifteen (15) days from receipt of such notice to remove the date defects of Purchaser’s objection title at Seller's expense. If Seller is unable to remove them within the aforesaid period, Buyer shall have the option of (a) accepting title in its defective condition or, (b) terminating this Agreement, whereupon Buyer and Seller shall be released of all further obligations hereunder and the Deposit, with all accrued interest, shall be returned to Buyer. Seller shall use its best efforts to correct any defects of title within the applicable time period, including applying Purchase Price proceeds reasonably required to remove the disapproved items and, if necessary, by filing law suits. Any exceptions to or satisfy all conditions upon or defects or objections. If such defects and objections of title as reflected in said Title insurance commitment which (a) are not corrected specifically and timely objected to by Buyer; or satisfied within said period(b) which after objection are waived by Buyer, then Purchaser, at its option, may elect shall be deemed to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect be Permitted Exceptions and Buyer agrees to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase PriceClosing with all Permitted Exceptions.

Title Insurance Commitment. Seller shall obtainOn or before the Effective Date, and deliver to Purchasera current, at Purchaser’s sole cost and expense, within twenty (20) days from the Execution Date a current standard commitment for an owner’s policy of updated Texas T-1 form title insurance commitment issued by the Title Company, including legible copies of all recorded exceptions to title referred to therein (collectively, the “Title Commitment”), issued by the Title Company as agent for Chicago Title Insurance Companyshowing indefeasible, under which Chicago Title Insurance Company shall agree to insure in the name of Purchaser fee simple title to the Real Property upon delivery to be vested in Seller and committing to insure such title to the Real Property in Buyer (or its assignee) by the issuance of a Texas T-1 form of extended coverage policy of owner’s title insurance. The Title Commitment must comply with the following requirements (at Seller’s aforesaid deed expense, except as indicated): (i) the standard printed exception for restrictive covenants must be deleted or, if applicable, specific restrictions listed; (ii) the standard printed survey exception must reflect that it will be deleted, except as to Purchaser. The Commitment shall initially be in the minimum amount required by the Title Company for issuance without regard to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent area (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made Schedule C may condition such deletion upon the presentation of an acceptable survey and payment of the additional premium by any public agency or governmental body for any improvements installed on-site or off-siteBuyer); (iii) the title exceptions set forth on Exhibit “B”standard printed exception for taxes must reflect only the current year and rollback taxes for prior years, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, which shall be made by Seller; (iv) no general exception shall be permitted for “visible and which the Seller shall remove at that time by using the funds to be paid upon the delivery apparent easements” or “portions of the Deed property lying within streets or roads” (collectivelyor words to that effect), although reference may be made to any specific easement or street; (v) there shall be no exception for “parties in possession” or “tenants under unrecorded leases”, but rather a specific exception to the “Permitted Exceptions”Tenant Lease; (vi) affirmative coverage over any and all mechanics’ and other liens; and (vii) the Title Commitment will commit to issuance to Purchaser of a T-19.1 endorsement for restrictions, encroachments, private rights and minerals (at Buyer’s expense). With delivery of the Commitment, Seller also shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting Buyer concurrently with the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to Title Commitment a current tax certificate for the expiration of fifteen Real Property showing the Real Property as a separately assessed parcel (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase Price“Tax Certificate”).

Title Insurance Commitment. Seller shall obtainshall, and deliver to Purchaseras soon as reasonably -------------------------- possible after the Date of Agreement, at Purchaser’s sole cost and expense, within twenty (20) days from the Execution Date obtain a current standard commitment for an owner’s policy of title insurance commitment from Title Insurer with respect to the Property, together with legible copies of the exceptions set forth in such commitment, with the cost thereof to be paid in accordance with the Section hereof entitled "Costs". Buyer shall have ten (10) business days after its receipt of the “Commitment”Commitment to examine same and to notify Seller in writing of its objections to title due to (i) the existence of any items which would adversely affect the then current use of the Property or (ii) constitute liens upon the Property in favor of Seller relating to Seller's former interest therein as leasehold mortgagee (all items so objected to being hereinafter referred to as the "Objectionable Items"), issued by the Title Company as agent for Chicago Title Insurance Companyprovided, under which Chicago Title Insurance Company shall agree however, that Buyer may not object to insure in the name of Purchaser fee simple any matter affecting title to the Property upon delivery as of the date of the Settlement Agreement (except only for the Mortgage or other liens in favor of Seller relating to Seller’s aforesaid deed 's former interest therein as leasehold mortgagee), all of which shall conclusively be deemed to Purchaserbe "Permitted Exceptions". The Commitment shall initially be in the minimum amount required by the Title Company for issuance without regard All other matters affecting title to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery as of the Deed (collectively, the “Permitted Exceptions”). With delivery date of the Commitment, Seller except those specifically and timely objected to by Buyer in accordance with this Section shall be deemed approved by Buyer and shall also deliver or cause be deemed to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control"Permitted Exceptions". At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise If Buyer timely notifies Seller of any defect Objectionable Items, Seller may, but shall not be obligated to, cure or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objectionsremove same. If Seller does cure or remove all such defects and objections are not corrected Objectionable Items, Buyer shall be obligated to proceed with Closing. Such Objectionable Items shall be deemed removed or satisfied within said period, then Purchasercured if Buyer obtains, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount an ALTA extended coverage Owner's Policy of the Commitment to be increased to Title Insurance (1970 form) in the amount of the Purchase Price in favor of Buyer as the grantee of Seller's interest in the Property with such Objectionable Items having been removed as exceptions or insured over by Title Insurer. Seller shall notify Buyer, within ten (10) business days after Seller's receipt of Buyer's notice of Objectionable Items, as to which Objectionable Items Seller is willing to remove or cure ("Seller's Election"); and if no such notice is given within such time period, Seller shall be deemed to have elected not to cure any of the Objectionable Items. If Seller is unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing ("Buyer's Election"), within five (5) business days after receipt by Buyer of Seller's Election (or the expiration of the time period for Seller to make Seller's Election if Seller fails to send notice of Seller's Election) either: (a) To accept title to the Property subject to the Objectionable Items which Seller is unwilling or unable to cure (all such items being thereafter included in "Permitted Exceptions"), in which event the obligations of the parties hereunder shall not be affected by reason of such matters, the sale contemplated hereunder shall be consummated without reduction of the Purchase Price, and Buyer shall have no further right to terminate this Agreement pursuant to this Section; or, (b) To terminate this Agreement in accordance with the Section hereof entitled "Non-Default Termination". If Seller has not received Buyer's Election within such five (5) business day period, Buyer shall be deemed conclusively to have elected to accept title to the Property subject to the Objectionable Items which Seller is unwilling or unable to cure (all such items being thereafter included in "Permitted Exceptions"), without reduction of the Purchase Price in accordance with Subsection (a) above. Seller shall use good faith efforts to obtain the consent of the City of Long Beach to the Assignment, in the form set forth on Exhibit "A" hereto, but if for any reason whatsoever Seller does not obtain such consent of the City of Long Beach on or before the Closing, this Agreement shall terminate in accordance with the Section hereof entitled "Non-Default Termination". Anything to the contrary herein notwithstanding, under no circumstances shall Seller be obligated to give the Title Insurer any certificate, affidavit or other undertaking of any sort which might result in potential liability to Seller in excess of the liability being undertaken by Seller in delivering the Assignment to Buyer in accordance with the terms of this Agreement.

Title Insurance Commitment. Seller has heretofore caused Title Insurer to deliver to Buyer a standard owner’s preliminary title commitment (the “Commitment”) describing the title to the Property, together with legible copies of the exceptions set forth in the Commitment, with the cost thereof to be paid in accordance with the Section hereof entitled “Costs.” Buyer shall have until the expiration of the Acceptance Date to examine same and to notify Seller and Escrowholder in writing of its objections to title (all items so objected to being hereinafter referred to as the “Objectionable Items”), in which case Seller shall obtainhave the right, but not the obligation, within ten (10) days of receiving written notice of Buyer’s disapproval, to remove any Objectionable Items (or otherwise cure the problems or provide assurances reasonably satisfactory to Buyer that such exception(s) or problem(s) will be removed or otherwise cured on or before the closing). All matters not specifically approved in writing by Buyer shall be deemed objected to by Buyer. All matters listed on Schedule 2 to Exhibit A hereto and any other matters specifically approved in writing by Buyer shall be deemed to be “Permitted Exceptions.” Notwithstanding the foregoing, Seller hereby agree to cure or remove: (i) any liens or other encumbrances upon the Property other than Permitted Exceptions, which can be cured by the payment of money, and deliver (ii) any matters of title other than the Permitted Exceptions arising directly or indirectly, in whole or part, from any act or omission of Seller or any act or omission of anyone acting (or omitting to Purchaseract) on behalf of Seller or under contract with Seller. If Seller is able to convey insurable title to the Property subject only to the Permitted Exceptions, and the Title Company agrees in writing that it is in fact issuing to Buyer an ALTA owner’s title insurance policy, 1970 Form B as revised 10/17/70 and 10/17/84, covering the Property in the amount of $34,991,854, subject only to the Permitted Exceptions, with a zoning 3.0/3.1 endorsement, a covenants, conditions and restrictions endorsement; a public access endorsement; a survey endorsement; a comprehensive endorsement; a location endorsement, then Buyer shall be obligated to proceed with Closing, subject to the other terms and conditions hereof. If Seller is unwilling or unable to cure any matter which Seller is not obligated to cure or Title Company is unwilling or unable to agree in writing that it will issue the referenced policy with the specific endorsements, Seller shall forthwith give written notice of such fact to Buyer, specifying those matters Title Insurer is unwilling to insure and which of such Objectionable Items Seller is unable or unwilling to cure, and Buyer shall, on or before ten (10) days after receipt by Buyer of Seller’s notice (if such ten (10) day period would expire after the expiration of the Inspection Period, the Inspection Period shall be extended so that such ten (10) day period coincides with the expiration of the Inspection Period), notify Seller of Buyer’s election either: (a) To accept title to the Property subject to the matters specified in Seller’s notice (or if the objection is to the form of policy to be issued, to accept the policy and endorsements as specified in such notice), in which event the obligations of the parties hereunder shall not be affected by reason of such matters; such matters shall be deemed to be included among the Permitted Exceptions or a permitted form of title policy, as the case may be, and the sale contemplated hereunder shall be consummated without reduction of the Purchase Price by virtue of any such matter, and Buyer shall have no further right to terminate this Agreement by reason of such matters; or (b) To terminate this Agreement in accordance with the Section hereof entitled “Non-Default Termination.” If Seller shall not have received notice from Buyer setting forth Buyer’s election within the time period specified above, Buyer shall be deemed to have elected to terminate this Agreement in accordance with Subparagraph (b) above. Seller’s failure to cause the Title Insurer to issue the policy in the form and with the endorsements specified or to remove such Objectionable Items or any matter(s) affecting title which Seller is obligated to cure or elects to remove or cure shall be a Non-Default Termination hereunder by Seller. If the title insurance policy to be delivered to Buyer at Closing would reflect any matters other than the Permitted Exceptions, then the rights and obligations of Buyer and Seller with regard to such items shall be as set forth in this Section; provided, however, that if Seller shall elect to cure any such matters, the Closing shall, at PurchaserSeller’s sole cost and expenseoption, within exercisable by written notice which must be received by Buyer no later than the business day preceding the date otherwise set for Closing, be postponed one time only to a business day specified in such notice which is no more than twenty (20) days from the Execution Date a current standard commitment for an owner’s policy of title insurance (the “Commitment”), issued by the Title Company as agent for Chicago Title Insurance Company, under which Chicago Title Insurance Company shall agree to insure in the name of Purchaser fee simple title to the Property upon delivery of Seller’s aforesaid deed to Purchaser. The Commitment shall initially be in the minimum amount required by the Title Company for issuance without regard to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to previously set for Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase Price.

Title Insurance Commitment. Seller shall obtain, and Sellers have heretofore caused Title Insurer to deliver to Purchaser, at Purchaser’s sole cost and expense, within twenty (20) days from the Execution Date Buyer a current standard commitment for an owner’s policy of preliminary title insurance commitment (the “Commitment”) describing the title to the Property, together with legible copies of the exceptions set forth in the Commitment, with the cost thereof to be paid in accordance with the Section hereof entitled “Costs.” Buyer shall have until the expiration of the Acceptance Date to examine same and to notify Sellers and Escrowholder in writing of its objections to title (all items so objected to being hereinafter referred to as the “Objectionable Items”), issued in which case Sellers shall have the right, but not the obligation, within ten (10) days of receiving written notice of Buyer’s disapproval, to remove any Objectionable Items (or otherwise cure the problems or provide assurances reasonably satisfactory to Buyer that such exception(s) or problem(s) will be removed or otherwise cured on or before the closing). All matters not specifically approved in writing by Buyer shall be deemed objected to by Buyer. All matters listed on Schedule 2 to Exhibit A hereto and any other matters specifically approved in writing by Buyer shall be deemed to be “Permitted Exceptions.” Notwithstanding the foregoing, Sellers hereby agree to cure or remove: (i) any liens or other encumbrances upon the Property other than Permitted Exceptions, which can be cured by the Title Company as agent for Chicago Title Insurance Companypayment of money, and (ii) any matters of title other than the Permitted Exceptions arising directly or indirectly, in whole or part, from any act or omission of Sellers or any act or omission of anyone acting (or omitting to act) on behalf of Sellers or under which Chicago Title Insurance Company shall agree contract with Sellers. If Sellers are able to insure in the name of Purchaser fee simple convey insurable title to the Property upon delivery of Seller’s aforesaid deed subject only to Purchaser. The Commitment shall initially be in the minimum amount required by Permitted Exceptions, and the Title Company for issuance without regard agrees in writing that it is in fact issuing to Buyer an ALTA owner’s title insurance policy, 1970 Form B as revised 10/17/70 and 10/17/84, covering the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase Price, subject only to the Permitted Exceptions, with a zoning 3.0/3.1 endorsement, a covenants, conditions and restrictions endorsement; a public access endorsement; a survey endorsement; a comprehensive endorsement; a location endorsement; and a contiguity endorsement (insuring contiguity between Two Overlook Point and Three Overlook Point), then Buyer shall be obligated to proceed with Closing, subject to the other terms and conditions hereof. If Sellers are unwilling or unable to cure any matter which Sellers are not obligated to cure or Title Company is unwilling or unable to agree in writing that it will issue the referenced policy with the specific endorsements, Sellers shall forthwith give written notice of such fact to Buyer, specifying those matters Title Insurer is unwilling to insure and which of such Objectionable Items Sellers are unable or unwilling to cure, and Buyer shall, on or before ten (10) days after receipt by Buyer of Sellers’ notice (if such ten (10) day period would expire after the expiration of the Inspection Period, the Inspection Period shall be extended so that such ten (10) day period coincides with the expiration of the Inspection Period), notify Sellers of Buyer’s election either: (a) To accept title to the Property subject to the matters specified in Sellers’ notice (or if the objection is to the form of policy to be issued, to accept the policy and endorsements as specified in such notice), in which event the obligations of the parties hereunder shall not be affected by reason of such matters; such matters shall be deemed to be included among the Permitted Exceptions or a permitted form of title policy, as the case may be, and the sale contemplated hereunder shall be consummated without reduction of the Purchase Price by virtue of any such matter, and Buyer shall have no further right to terminate this Agreement by reason of such matters; or (b) To terminate this Agreement in accordance with the Section hereof entitled “Non-Default Termination.” If Sellers shall not have received notice from Buyer setting forth Buyer’s election within the time period specified above, Buyer shall be deemed to have elected to terminate this Agreement in accordance with Subparagraph (b) above. Sellers’ failure to cause the Title Insurer to issue the policy in the form and with the endorsements specified or to remove such Objectionable Items or any matter(s) affecting title which Sellers are obligated to cure or elects to remove or cure shall be a Non-Default Termination hereunder by Sellers. If the title insurance policy to be delivered to Buyer at Closing would reflect any matters other than the Permitted Exceptions, then the rights and obligations of Buyer and Sellers with regard to such items shall be as set forth in this Section; provided, however, that if Sellers shall elect to cure any such matters, the Closing shall, at Sellers’ option, exercisable by written notice which must be received by Buyer no later than the business day preceding the date otherwise set for Closing, be postponed one time only to a business day specified in such notice which is no more than twenty (20) days after the date previously set for Closing.

Title Insurance Commitment. Seller shall obtain, and deliver to Purchaser, at Purchaser’s sole cost and expense, within twenty (20) days from the Execution Date a current standard commitment for an owner’s policy of A prepaid title insurance (the “Commitment”), -------------------------- commitment or commitments issued by a reputable carrier reasonably satisfactory to the Title Company Bank, committing to insure the Mortgage in the original Letter of Credit Amount, subject only to such liens and encumbrances as agent for Chicago Title Insurance Companythe Bank may approve, under a title insurance policy on the most current American Land Title Association Standard Loan Policy - Revised Coverage, Form, without a pending disbursements clause, containing (i) no exception for unrecorded easements, discrepancies or conflicts in boundary lines, shortage in area and encroachments which Chicago Title Insurance Company shall agree an accurate and complete survey would disclose or for loss or damage by reason of encroachment other than by party walls, (ii) copies of any restrictions or easements affecting the Project Facilities and, with respect to insure in the name any restrictions, affirmative coverage that they have not been violated and that future violation would not work a forfeiture or reversion of Purchaser fee simple title to the Property upon delivery Project Facilities, (iii) an endorsement against the invalidity or unenforceability and loss of Seller’s aforesaid deed to Purchaser. The Commitment shall initially be priority of the lien of the Mortgage resulting from changes in the minimum amount rates of interest payable on the obligations secured by the Mortgage and (iv) such other endorsements and affirmative insurance as may be reasonably required by the Title Company Bank, including but not limited to, a contiguity endorsement, survey endorsement, zoning endorsement, revolving credit endorsement, future advance endorsement and endorsement as to nonviolation of any restrictions or easements, and the Borrower shall supply the title company with such affidavits as may be necessary in connection therewith and such policy or policies shall also obligate the title company to affirmatively issue all advances pursuant to this Agreement, without exception for issuance without regard mechanics' or materialmen's liens, and that access to the Purchase Price. The Property shall be subject only to current general real estate taxes not yet delinquent (is by a dedicated and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any accepted public agency or governmental body for any improvements installed onright-site or offof-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without liability to Seller by written notice to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to be increased to the amount of the Purchase Priceway.

Title Insurance Commitment. Within seven (7) days of the Effective Date, the Seller shall obtain, and deliver to Purchasershall, at Purchaser’s sole cost and Seller's expense, within twenty (20) days from the Execution Date obtain a current standard title insurance commitment for an owner’s 's policy of marketability title insurance (▇▇▇▇ ▇▇▇▇▇▇▇ Policy-6/17/06) (the "Title Commitment") covering the Property and all easements appurtenant thereto, in an amount equal to the Purchase Price, having an effective date subsequent to the Effective Date, issued by a title insurance company authorized to do business in Florida (the "Title Company"). The Title Commitment shall set forth the state of title to the Property together with all exceptions or conditions to such title, including, but not limited to, all easements, restrictions, rights-of-way, covenants, reservations and all other encumbrances affecting the Property which would appear in an owner's policy of title insurance if issued. The Title Commitment shall include true, correct and legible copies of all instruments referred to in the Title Commitment as conditions or exceptions to title to the Property, including liens. The Buyer will have a period of thirty (30) days after receipt of the “Commitment”)Title Commitment and the documents referred to therein as conditions, issued exceptions, or reservations to title to the Property, within which to examine same and notify Seller of any objections to the Seller's title as reflected by the title commitment. If the Buyer fails to give written notice of objection to title within said thirty (30) days, then the Buyer shall have waived its right to raise title objections with respect to matters described in the Title Company as agent for Chicago Title Insurance CompanyCommitment. The Seller will use due diligence to cure or remove any such objection(s) lodged by the Buyer, under and will have a period of sixty (60) days after receipt of Buyer's notice of objection within which Chicago Title Insurance Company shall agree to do so. If, after due diligence, the Seller fails or is unable to insure in or remove any objections, the name of Purchaser fee simple Buyer, at the Buyer's sole option, may: i. Accept title to the Property upon delivery of Seller’s aforesaid deed to Purchaser. The Commitment shall initially be in the minimum amount required by the Title Company for issuance its then existing condition, without regard to a reduction in the Purchase Price; or ii. The Property shall be subject only to current general real estate taxes not yet delinquent (and shall not otherwise be subject to any special taxes, assessments, levies, liens or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed (collectively, the “Permitted Exceptions”). With delivery of the Commitment, Seller shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser of the Commitment, Purchaser shall have the right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate Terminate this Agreement without liability to Seller by written notice to Sellerthe Seller and the Escrow Agent, in upon which casethis Agreement will be null and void, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to Closing. At Closing, Purchaser may, at Seller’s expense, cause the amount of the Commitment to Deposit will be increased returned to the amount of Buyer, and the Purchase Priceparties hereto will have no further rights or obligations hereunder. Any exception on the Title Commitment not timely objected to by the Buyer, as provided above, and any so objected to, not cured and accepted as provided above, shall be Permitted Exceptions.

Title Insurance Commitment. Seller shall obtainshall, and simultaneously with the full execution of this Agreement, deliver to Purchaser, at Purchaser’s sole cost and expense, within twenty (20) days from the Execution Date a current standard commitment for an owner’s policy of title insurance commitment (the “Commitment”) from Title Insurer with respect to the Property, with the cost thereof to be paid in accordance with the Section hereof entitled “Costs.” Buyer shall have ten (10) business days from the Effective Date to examine same and to notify Seller in writing of its objections to title (all items so objected to being hereinafter referred to as the “Objectionable Items”), issued by the Title Company as agent for Chicago Title Insurance Company, under which Chicago Title Insurance Company shall agree to insure in the name of Purchaser fee simple . All matters affecting title to the Property upon delivery as of the date of the Commitment, except those specifically and timely objected to by Buyer in accordance with this Section, shall be deemed approved by Buyer and shall be deemed to be “Permitted Exceptions.” If Buyer timely notifies Seller of any Objectionable Items, Seller may, but shall not be obligated to, cure or remove same; however, Seller agrees to consult with the Title Insurer in order to determine which Objectionable Items, if any, the Title Insurer is willing to remove. If Seller and/or Title Insurer does cure (which cure shall be satisfactory to Buyer in its sole discretion) or remove all such Objectionable Items, Buyer shall have no further right to terminate this Agreement pursuant to this Article. Such Objectionable Items shall be deemed cured to Buyer’s satisfaction or removed if Title Insurer issues a revised Commitment to issue, at Closing, an ALTA Owner’s Policy of Title Insurance in the amount of the Purchase Price in favor of Buyer as the grantee of Seller’s aforesaid deed to Purchaser. The Commitment shall initially be interest in the minimum amount required by Property with such Objectionable Items having been removed as exceptions. Seller shall notify Buyer, within ten (10) days after Seller’s receipt of Buyer’s notice of Objectionable Items, as to which Objectionable Items Seller and/or Title Insurer are willing or able to cure or remove (“Seller’s Election”); and if no such notice is given within such time period, Seller shall be deemed to have elected not to cure any of the Title Company for issuance without regard Objectionable Items. Notwithstanding anything in this Section 5.1 to the Purchase Price. The Property contrary, Seller shall be subject only obligated at Closing to current general satisfy all mortgages and security interests encumbering the Property, satisfy any mechanic’s liens or notices thereof relating to work performed at the request of Seller or its affiliates, and satisfy liens for delinquent real estate taxes not yet delinquent and assessments. If Seller is unwilling or unable to cure some or all of the Objectionable Items, Buyer shall, as its sole and exclusive remedy in such event, make an election in writing (and shall not otherwise be “Buyer’s Election”), within five (5) days after receipt by Buyer of Seller’s Election (or the expiration of the time period for Seller to make Seller’s Election if Seller fails to send notice of Seller’s Election) either: (a) to accept title to the Property subject to any special taxes, assessments, levies, liens the Objectionable Items which Seller is unwilling or charges made by any public agency or governmental body for any improvements installed on-site or off-site); the title exceptions set forth on Exhibit “B”, which is attached hereto, and by this reference, incorporated herein, title exceptions caused by Purchaser, title exceptions pertaining unable to liens or encumbrances of a definite or ascertainable amount, which may be removed by the payment of money at Closing, and which the Seller shall remove at that time by using the funds to be paid upon the delivery of the Deed cure (collectively, the all such items being thereafter included in “Permitted Exceptions”). With delivery , in which event the obligations of the Commitmentparties hereunder shall not be affected by reason of such matters, Seller the sale contemplated hereunder shall also deliver or cause to be delivered to Purchaser at Purchaser’s expense copies of any easements, covenants or agreements benefiting or affecting the Property, whether or not of record, of which Seller has knowledge or control. At any time prior to the expiration of fifteen (15) days after receipt by Purchaser consummated without reduction of the CommitmentPurchase Price, Purchaser and Buyer shall have the no further right to advise Seller of any defect or objection thereto. Seller shall then have until fifteen (15) days from the date of Purchaser’s objection to correct or satisfy all defects or objections. If such defects and objections are not corrected or satisfied within said period, then Purchaser, at its option, may elect to terminate this Agreement without liability pursuant to this Article; or (b) to terminate this Agreement in accordance with the Article hereof entitled “Non-Default Termination.” If Seller by written notice has not received Buyer’s Election within such five (5) day period, Buyer shall be deemed conclusively to Seller, in which case, Seller shall promptly return the Option Price to Purchaser or, at Purchaser’s option, Purchaser may elect have elected to accept title subject to such objections or defects and, without Seller having liability to Purchaser by reason of Purchaser accepting title to such objections or defects, if the Option is exercised, proceed to ClosingProperty in accordance with paragraph (a) above. At Closing, Purchaser maySeller shall provide Title Insurer with an Affidavit as to Debts, at Seller’s expenseLiens, cause Parties in Possession, and GAP Coverage in the amount form of Exhibit N attached hereto and incorporated herein. Under no circumstances shall Seller be obligated to give the Commitment to be increased to Title Insurer any certificate, affidavit, or other undertaking of any sort which would have the amount effect of increasing the Purchase Pricepotential liability of Seller over that which it would have by giving Buyer the Special Warranty Deed required hereunder.