Common use of Title Review Period Clause in Contracts

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections prior to the expiration of the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object to such matter.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the each Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Timetime, fifteen (15) business days thereafter (the "Title Review Period"), to review the each Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. If Purchaser fails to deliver to Seller notice of objections to any Title Report within such time, such Title Report shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections prior to the expiration of the Title Review Period for such Propertyapproved. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the a Title Report for any PropertyReport, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the such Title Report for such Property or any amendment thereto prior to the Closing Date for such PropertyDate. If Seller elects to does not eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such PropertyDate, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect reject the Property covered by the Title Report to such Property only, which Seller objected by giving Seller and Escrow Xxxxxx Agent written notice of cancellation at least five (5) business days prior thereof, or to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, transaction subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of Xxxxx Xxxxxxxxx Purchase Agreement Lessee /s/ XX Xxxxxx /s/ RPJ 5/28/99 its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such making its election in writing as described above to either (i) cancel this transaction reject the affected Property or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Reportexceptions, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of to any new title exception. If Purchaser fails to object As to any matter first appearing in Property so rejected by Purchaser, Escrow Agent shall, without further instruction from either party, return to Purchaser the portion of the Xxxxxxx Money Deposit and any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object interest earned thereon allocable to such matterProperty ($10,000) and as to such Property the Escrow shall terminate.

Title Review Period. With respect to each Property separately, Purchaser shall have a period the number of time beginning days specified in the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"), Schedule to review the Survey and Title Report for such Property Commitment and to give deliver to Seller and Escrow Agent notice of any title exceptions relating the Objection Notice. All items in Schedule C to such Property which are unacceptable to Purchaserthe Title Commitment (except item No. Purchaser 3) shall automatically be deemed an objection by Purchaser, which Seller, agrees to have waived its right use good faith efforts to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections satisfly at or prior to the expiration Closing, however Seller is not obligated to expend any funds to cure any of the Title Review Period for such PropertyPurchaser’s objections. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property, or any amendment thereto, Seller may, but shall not be obligated to, have no obligation to attempt to eliminate satisfy any Schedule B objections within the disapproved exception from number of days specified in the Title Report for such Property or any amendment thereto prior to the Closing Date for such PropertySchedule. If Seller elects is unable or unwilling to eliminate satisfy all of Purchaser’s objections, Seller shall deliver the disapproved exception Cure Notice to Purchaser listing all objections that Seller is unable or unwilling to satisfy. After receipt of the Cure Notice or, if Seller fails to timely deliver the Cure Notice, Purchaser may as its sole remedy either waive such uncured objections and accept such title as Seller is able to convey without reduction in the Purchase Price or terminate this Agreement. Any item: (i) to which Purchaser does not eliminate it by a date object or which Purchaser waives in writing; and (ii) which is at least ten shown on Schedule B of the Title Commitment as of the date of the Objection Notice, shall be deemed a “Permitted Exception”. In no event may any matter or instrument which affects the Property become a Permitted Exception until Purchaser has: (i) been advised in writing of the existence of such matter or instrument; (ii) received a legible copy of the instrument, if any, creating such exception; and (iii) failed to object to the exception within Ten (10) business days prior to the Closing Date for such Property, following Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent ’s receipt of written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier notification of the Closing Date or five (5) business days after receiving Seller's written notice existence of such election to either (i) cancel this transaction or proceed to Closing, with respect to exception and the instrument creating such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day periodterminates this Agreement as provided for herein, purchaser then the Xxxxxxx Money shall be deemed returned immediately to Purchaser, and neither Seller nor Purchaser shall have waived its any further right to object to such matteror obligation hereunder.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning on the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein Effective Date and ending at 5:00 p.m., Central Standard Time, fifteen thirty (1530) business days thereafter (the "“Title Review Period"), ”) during which to review the state of Seller’s title to the Property. If the Survey or Title Report for such Commitment (collectively “Title Documents”) reflects or discloses any defect, exception or other matter affecting the Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are that is unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to for any exception included in the Title Report if Purchaser fails to notify Seller of such objections reason whatsoever, then, prior to the expiration of the Title Review Period for such Property. If Period, Purchaser gives may provide Seller with written notice of dissatisfaction its objections and any curative actions or endorsements or modifications to the Title Policy (as hereinafter defined) or Survey that Purchaser requires (the “Title Defect Notice”). Seller shall use its reasonable efforts to any exception to title as shown remove or cure the objections contained in the Title Report for any PropertyDefect Notice to Purchaser’s satisfaction; provided, or any amendment however, regardless of whether Purchaser objects thereto, Seller mayshall in all events cause to be released at its sole expense all mortgages, but deeds of trust and other liens affecting the Property (“Mandatory Cure Items”). Seller shall not be obligated tonotify Purchaser in writing (the “Title Cure Notice”), attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least within ten (10) business days after Seller’s receipt of the Title Defect Notice, of those matters that Seller will cure and those matters Seller is unable to cure pursuant to its obligations in the immediately preceding sentence. If Seller is unable to cure the objections contained in the Title Defect Notice as of or prior to Closing, Purchaser may, at its option, (i) accept such title as Seller can deliver, or (ii) terminate this Contract by notice in writing to Seller. In the event Purchaser fails to furnish Seller, prior to the Closing Date for such Propertyexpiration of the Title Review Period, Purchaser's sole and exclusive remedies either (A) notice that the Title Documents were satisfactory, or (B) a Title Defect Notice, Purchaser shall be deemed to either have accepted the status of title as reflected by the Title Documents, except for the Mandatory Cure Items. Should one or more new exceptions arise (ias reflected by an updated Title Commitment or updated Survey) cancel this Agreementafter Purchaser has submitted its Title Defect Notice, with respect to such Property only, by giving Seller and Escrow Agent then Purchaser shall have ten (10) days after Purchaser’s receipt of written notice of cancellation at least the new exception(s) to review and object to such new exception(s), and Seller shall have fifteen (15) days after Seller’s receipt of such objection notice to eliminate such new exception(s) to the satisfaction of Purchaser (but Seller is not obligated to eliminate such new exceptions, other than liens or claims of liens), failing which Purchaser may, within five (5) business days prior to from the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier end of the Closing Date or five fifteen (515) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser either terminate this Contract or waive any such uncured exceptions (unless such new exception is a lien or claim of lien, which Seller shall be deemed obligated to release and have removed from title). Any title exceptions that are reflected by the Title Documents and that are not objected to by Purchaser or are otherwise waived its right by Purchaser pursuant to object to such matterthe terms of this Contract shall be considered the “Permitted Exceptions.” In no event shall any Mandatory Cure Items be Permitted Exceptions.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Timetime, fifteen (15) business days thereafter (the "Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections prior to the expiration of the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any PropertyReport, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such PropertyDate. If Seller elects to does not eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such PropertyDate, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, Agreement with respect to such Property only, only by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior cancellation, or to the Closing Date for such Property, (ii) close such transaction, transaction with respect to such Property only, only subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such making its election in writing as described above to either (i) cancel this transaction or proceed to Closing, Closing with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Reportexceptions, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails shall have the right to object cancel this Agreement for up to four (4) Properties. Therefore, Purchaser must approve the title documents for at least three (3) Properties or lose the right to purchase any matter first appearing in of the Properties. It is the parties' intent that Purchaser must purchase at least three (3) Properties for any updated or amended Title Report within such sale to occur. Once Purchaser has eliminated five (5) business day periodProperties from purchase based upon any right in this Agreement to do so, purchaser then Seller shall be deemed have the option to have waived its right to object to such matterterminate this Agreement.

Title Review Period. With respect to each Property separately, Purchaser Buyer shall have a period of time beginning within the latter of 10 Day Period or ten (i10) the execution of this Agreement or (ii) upon Purchaser's Business Days after its receipt of the Title Report for such Property Commitment and copies of all documents referred to therein and ending at 5:00 p.m.referenced therein, Central Standard Time, fifteen (15) business days thereafter whichever is later (the "TITLE REVIEW PERIOD"), notify Seller of any objections, in Buyer's sole and absolute discretion, Buyer has to any matters shown or referred to in the Title Commitment. Any exception or matter to which Buyer does not make an objection shall be a "PERMITTED EXCEPTION." If Buyer gives Seller Notice (defined in Section 14.5) of any unacceptable exceptions or conditions ("OBJECTIONS") within the Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections prior to the expiration of the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days Business Days after its receipt of the amendment Buyer's Objections ("SELLER'S CURE PERIOD") in which to eliminate or update modify such Objections. If Seller is unable or unwilling to eliminate or modify such Objections to the Title Report containing such exception reasonable satisfaction of Buyer within Seller's Cure Period, Buyer may terminate this Contract by written notice to give its Seller and the Escrow Agent, which notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report must be given within such five (5) business day periodBusiness Days after the expiration of Seller's Cure Period, purchaser in which event this Contract shall terminate, and the Escrow Agent shall return the Xxxxxxx Money to Buyer, and thereafter the parties hereto shall have no further rights, duties, or obligations under this Contract other than obligations that expressly survive the Closing or earlier termination of this Contract. If Buyer does not terminate this Contract in accordance with the preceding sentence, the Buyer's Objections not removed or cured shall be deemed Permitted Exceptions. Seller shall have no obligation to have waived its right to object cure title objections (including Buyer's Objections) except liens of an ascertainable amount created by, under or through Seller; provided that with respect to such matterliens Seller shall, at Seller's sole option, either (i) cause such liens to be released at the Closing or (ii) with Buyer's reasonable consent provide information to the Title Company sufficient to enable the Title Company to insure without exception to such liens at Closing. As provided in Section 9.1.1 below, it shall be a condition precedent to Buyer's obligation to purchase the Property that the Title Company shall, at the Closing of the transaction contemplated by this Contract, issue to Buyer, at Seller's cost and expense, an Owner's Policy of Title Insurance in accordance with the Title Commitment, subject only to the standard printed exceptions contained in such form of policy (with taxes limited to those "not yet due or payable") and the Permitted Exceptions. Buyer may, at its sole cost and expense, elect to obtain extended coverage and/or endorsements to the Owner's Policy of Title Insurance. After the Effective Date, Seller shall not deliberately place on the Property any lien, encumbrance or other exception other than those items that may become Permitted Exceptions in accordance with this Contract or those identified in the Title Commitment. Seller shall retain the risk of liens and title defects that materialize after the Feasibility Review Period and before the Closing, in which event the terms of this Section 5.2 shall apply. Nothing in this Section 5.2 shall limit Buyer's rights set forth in Section 6.6 to terminate this Contract.

Title Review Period. With respect to each Property separately, Purchaser Buyer shall have a period of time beginning within the latter of 10 Day Period or ten (i10) the execution of this Agreement or (ii) upon Purchaser's Business Days after its receipt of the Title Report for such Property Commitment and copies of all documents referred to therein and ending at 5:00 p.m.referenced therein, Central Standard Time, fifteen (15) business days thereafter whichever is later (the "“Title Review Period"”), to review the Title Report for such Property and to give notify Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object objections, in Buyer’s sole and absolute discretion, Buyer has to any exception included matters shown or referred to in the Title Report if Purchaser fails Commitment. Any exception or matter to notify which Buyer does not make an objection shall be a “Permitted Exception.” If Buyer gives Seller Notice (defined in Section 14.5) of such objections prior to the expiration of any unacceptable exceptions or conditions (“Objections”) within the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property, or any amendment theretoPeriod, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days Business Days after its receipt of the amendment Buyer’s Objections (“Seller’s Cure Period”) in which to eliminate or update modify such Objections. If Seller is unable or unwilling to eliminate or modify such Objections to the Title Report containing such exception reasonable satisfaction of Buyer within Seller’s Cure Period, Buyer may terminate this Contract by written notice to give its Seller and the Escrow Agent, which notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report must be given within such five (5) business day periodBusiness Days after the expiration of Seller’s Cure Period, purchaser in which event this Contract shall terminate, and the Escrow Agent shall return the Xxxxxxx Money to Buyer, and thereafter the parties hereto shall have no further rights, duties, or obligations under this Contract other than obligations that expressly survive the Closing or earlier termination of this Contract. If Buyer does not terminate this Contract in accordance with the preceding sentence, the Buyer’s Objections not removed or cured shall be deemed Permitted Exceptions. Seller shall have no obligation to have waived its right to object cure title objections (including Buyer’s Objections) except liens of an ascertainable amount created by, under or through Seller; provided that with respect to such matterliens Seller shall, at Seller’s sole option, either (i) cause such liens to be released at the Closing or (ii) with Buyer’s reasonable consent provide information to the Title Company sufficient to enable the Title Company to insure without exception to such liens at Closing. As provided in Section 9.1.1 below, it shall be a condition precedent to Buyer’s obligation to purchase the Property that the Title Company shall, at the Closing of the transaction contemplated by this Contract, issue to Buyer, at Seller’s cost and expense, an Owner’s Policy of Title Insurance in accordance with the Title Commitment, subject only to the standard printed exceptions contained in such form of policy (with taxes limited to those “not yet due or payable”) and the Permitted Exceptions. Buyer may, at its sole cost and expense, elect to obtain extended coverage and/or endorsements to the Owner’s Policy of Title Insurance. After the Effective Date, Seller shall not deliberately place on the Property any lien, encumbrance or other exception other than those items that may become Permitted Exceptions in accordance with this Contract or those identified in the Title Commitment. Seller shall retain the risk of liens and title defects that materialize after the Feasibility Review Period and before the Closing, in which event the terms of this Section 5.2 shall apply. Nothing in this Section 5.2 shall limit Buyer’s rights set forth in Section 6.6 to terminate this Contract.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's its receipt of both the Title Report for such Property Commitment and copies of all documents referred to therein the Survey, and ending at 5:00 p.m., Central Standard TimeArizona time, fifteen thirty (1530) business days thereafter (the "“Title Review Period"”), to review the Title Report for such Property Commitment and to give Seller and Escrow Agent notice of any title exceptions relating to such Property exception which are is unacceptable to Purchaser. Purchaser shall be deemed have an additional five (5) business days after receipt of any amended Commitment and any underlying documents relating to have waived its right such amendment to object give Seller and Escrow Agent notice of any title exception not previously listed which is unacceptable to Purchaser (including, without limitation, any exception included in discovered by Title Insurer’s physical inspection of the Title Report if Purchaser fails to notify Seller of such objections prior Property or any so-called “survey exception” added to the expiration of the Title Review Period for such PropertyCommitment or any amended Commitment). If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property, or any amendment theretotitle, Seller may, but shall not be obligated required to, attempt to eliminate the disapproved exception from the Title Report for such Property Commitment or any amendment thereto amended Commitment prior to the Closing Date for such PropertyClosing. If Seller elects fails to notify Purchaser within ten (10) days after receipt of Purchaser’s notice of dissatisfaction that Xxxxxx has elected to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days from the Commitment or amended Commitment prior to the Closing Date for Closing, such Property, Purchaser's sole and exclusive remedies failure shall be deemed Seller’s election not to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously eliminate a disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if If Seller notifies notified Purchaser in writing of its election not to eliminate a disapproved exception from the Commitment or amended Commitment, or is deemed to titlehave elected not to eliminate a disapproved exception, Purchaser shall have until the earlier of the Closing Date or five ten (510) business days after receiving Seller's written notice receipt of such election notice (or if applicable ten (10) days after the date on which Seller is deemed to have elected not to eliminate a disapproved exception) to either (i) cancel terminate this Agreement or to agree to close this transaction or proceed to Closing, with respect subject to such Property only, or (ii) cancel this Agreement in full, as to all Propertiespreviously disapproved exception. Purchaser's ’s failure to make a timely election give any such notice shall be deemed its Purchaser’s election to close this transaction with respect subject to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Seller timely elects to eliminate a disapproved exception from the Commitment or amended Commitment prior to the Closing, Seller shall be obligated to do so by either causing such disapproved exception to be eliminated entirely from the Commitment or amended Commitment or to be endorsed over in form and substance acceptable to Purchaser fails in its sole and absolute discretion. Notwithstanding the foregoing to the contrary, Seller shall be required prior to the Closing to eliminate any monetary lien, judgment lien or mechanics’ lien shown as an exception to title in the Commitment or any amended Commitment, and Purchaser shall not be required to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object to such matterthereto.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning sixty (60) days after the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter Effective Date (the "“Title Review Period")”) to notify Seller, in writing, of such objections (the “First Title Notice”) as Purchaser may have to review anything contained in the Title Report for such Property Commitment, the Survey, and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to permit, code violation, lien or similar searches obtained by Purchaser. Any item contained in the Title Commitment or the Survey to which Purchaser does not object during the Title Review Period shall be deemed a Permitted Exception; provided, however, Purchaser’s failure to provide notice of an objection to: (A) any mortgage, deed to secure debt, deed of trust or similar security instrument encumbering all or any part of such Property (unless resulting from any act of Purchaser or any of its agents, contractors, representatives or employees); (B) any construction, municipal, tax or similar lien (unless resulting from any act or omission of Purchaser or any of its agents, contractors, representatives or employees and specifically excluding any liens for taxes in the year of Closing but not yet due and payable as of the Effective Date); (C) any code violations or open permits that arise after the effective date of any code violation or open permit searches obtained by Purchaser during the Inspection Period (including expired permits which have waived its right not been closed); and (D) any judgment of record against Seller or the Property (each, a “Monetary Objection”) shall not be deemed a waiver and Purchaser shall not be required to object take title subject to any exception included in Monetary Objections. In the Title Report if event Purchaser fails to shall notify Seller of such objections to title or the Survey prior to the expiration of the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property, or any amendment theretoPeriod, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment First Title Notice (the “Cure Period”), within which Seller may (but shall not be required to, except for Monetary Objections) cure or update remove such objection or indicate Seller’s agreement to cure or remove such objection prior to or at Closing. If Seller does not respond by such fifth (5th) business day, Seller shall be deemed to have elected not to cure the objection. If Seller fails either to cure or remove such objection to the reasonable satisfaction of the Title Report containing Company and Purchaser prior to the expiration of the Cure Period or indicate (or be deemed to indicate) Seller’s agreement to cure or remove such exception objection prior to give its or at Closing, Purchaser may either terminate this Agreement by written notice to Seller and Escrow Agent shall return the Xxxxxxx Money to Purchaser, or waive such objection and accept such title as Seller is able to convey without any reduction in the Purchase Price; provided, however, that Purchaser shall not be required to accept title subject to a Monetary Objection. Failure of Purchaser to send written notice of dissatisfaction of any new title exception. If Purchaser fails the election available to object it pursuant to any matter first appearing in any updated or amended Title Report the preceding sentence within such five (5) business day perioddays after the expiration of the Cure Period shall be deemed an election by Purchaser to waive its objection and accept such title as Seller is able to convey without any reduction in the Purchase Price (and except that Purchaser shall not be required to accept title subject to a Monetary Objection). From time to time at any time after the First Title Notice and prior to the Closing Date, purchaser Purchaser may give written notice to the Seller of exceptions to title first appearing of record after the effective date of the Title Commitment (the “New Title Matters”). Purchaser’s notice of any the New Title Matters consistent with the terms herein shall be referred to herein as, the “Second Title Notice”. Within five (5) days of receipt of the Second Title Notice, Seller shall provide Purchaser with notice of whether Seller intends to attempt to cure such New Title Matters with respect to the Property or not. In the event that Purchaser fails to deliver notice of any New Title Matters, any such New Title Matters shall be deemed to be “Permitted Exceptions,” subject to Seller’s obligation to cure Monetary Obligations. Except as to Monetary Objections, if Seller indicates that Seller does not intend to remove, satisfy or cure any of the New Title Matters or if Seller elects to cure such New Title Matters and Seller is unable to remove, satisfy or otherwise cure any of the New Title Matters, Purchaser may either terminate this Agreement by written notice to Seller and Escrow Agent shall return the Xxxxxxx Money to Purchaser, or waive such objection and accept such title as Seller is able to convey without any reduction in the Purchase Price; provided, however, that Purchaser shall not be required to accept title subject to a Monetary Objection. In the event that Seller does not respond by such fifth (5th) day, Seller shall be deemed to have waived its right elected not to object cure the New Title Matter. Notwithstanding anything to the contrary contained elsewhere in this Agreement, the Seller shall be obligated to cure or satisfy Monetary Objections at or prior to the Closing, and the proceeds of the Purchase Price at the Closing may be used for such matterpurpose.

Title Review Period. With respect (a) Within two (2) business days after the Execution Date, Seller shall deliver to each Property separately, Purchaser shall have a period of time beginning the latter of Buyer (i) a current standard ALTA Form B title insurance commitment for the execution of this Agreement or Land issued by First American Title Insurance Company (“Title Commitment”) which shall also issue any title insurance policy for the Property, (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred shown as exceptions to therein title or otherwise referenced in the Title Commitment, and ending at (iii) the most current existing ALTA survey of the Property in Seller’s possession or control. Buyer may obtain a new or updated physical survey of the Land (“Survey”). Buyer shall have until 5:00 p.m.P.M. (California time) on January 28, Central Standard Time2015 to make written objection to Seller due to any exceptions, fifteen defects or conditions shown on the Survey and/or in the Title Commitment (15collectively, “Buyer's Objections”). Seller shall, within three (3) business days thereafter after Buyer's notice to Seller of Buyer's Objections, notify Buyer in writing that: (a) Seller will cure all or certain of Buyer's Objections as of or prior to Closing, or (b) Seller will not cure all or certain of Buyer's Objections. Seller shall have the "Title Review Period")right, but not the obligation, to review the Title Report for such Property and cure Buyer's Objections. If Seller fails to give deliver timely notice with respect to all or any of Buyer's Objections, Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object elected option (b) above with respect to any exception included in the Title Report if Purchaser fails such Buyer's Objections. If Seller elects, or is deemed to notify have elected, not to cure any or all of Buyer's Objections, Buyer may, as Buyer's sole and exclusive remedy, (x) waive said Buyer's Objections or (y) only by written notice to Seller of such objections given on or prior to the expiration of the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten three (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (53) business days after receiving the expiration of Seller's written notice of such election to either (i) cancel response period described above, terminate this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel Agreement. If this Agreement in fullis terminated pursuant to the preceding sentence, as to all Properties. Purchaser's failure to make a timely election the Xxxxxxx Money shall be deemed its election returned to close Buyer and neither party shall any further rights or obligations under this transaction with respect to such Property only, taking title subject to Agreement except for any previously disapproved title exceptionobligations which expressly survive termination of this Agreement. With respect to any amendments or updates to All items shown on the Title Report Commitment and/or the Survey not objected to by Buyer by timely notice to Seller or previous amendments waived or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser deemed waived by Buyer shall be deemed to have waived its right to object to such matterbe “Permitted Exceptions.”

Title Review Period. With respect to each Property separatelyAfter receipt of the last of the Title Commitment, legible copies of the Exception Instruments, and the Survey, Purchaser shall have a period of time beginning ten (10) days to review the latter state of (i) Seller's title to the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"). If the Survey, to review the Title Report for such Commitment or the Exception Instruments reflect or disclose any defect, exception or other matter affecting the Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are ("Title Defects") that is unacceptable to Purchaser in Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections 's reasonable discretion, then prior to the expiration of the Title Review Period for such Property. If Period, Purchaser gives may provide Seller with written notice of dissatisfaction as its objections, and Seller shall have ten (10) days (the "Cure Period") from the date of the notice to remove or cure any exception Title Defects to title as shown in the satisfaction of Purchaser. Seller shall use its reasonable, good faith efforts to remove or cure the Title Report for any Property, or any amendment thereto, Seller mayDefects to Purchaser's reasonable satisfaction, but shall not be obligated to, attempt required to eliminate the disapproved exception from incur any costs in excess of One Thousand Dollars ($1,000) in doing so (other than as provided in Section 2.4 below) or to institute litigation. If Seller does not cure any or all of the Title Report for such Property or any amendment thereto Defects within the Cure Period, Seller shall notify Purchaser in writing, prior to the Closing Date for expiration of the Cure Period, of its failure to cure such Property. If Seller elects to eliminate the disapproved exception Title Defects, and does not eliminate it by a date which is at least ten (10) business days Purchaser may, prior to the Closing Date for such Propertylater of (a) five (5) days after receipt of Seller's notice of its failure to cure, Purchaser's sole and exclusive remedies shall be to or (b) the expiration of the Inspection Period (hereinafter defined) either (i) cancel terminate this Agreement, with respect to such Property only, Agreement by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior delivered to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as elect to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to waive any previously disapproved title exception. With respect to any amendments or updates to the uncured Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exceptionDefect. If Purchaser fails to object terminate this Agreement by written notice delivered to Seller prior to the expiration of the time period referenced in the immediately preceding sentence, then any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser Defects that Seller has not cured shall be deemed waived by Purchaser. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Property as shown by the Title Commitment, the Exception Documents or the Survey, or if Purchaser elects to waive all or any of the Title Defects, or is deemed to have waived its right all or any of the Title Defects, then any exceptions to object Seller's title to such matterwhich Purchaser has not objected or which have been objected to and waived by Purchaser and which are disclosed by the Title Commitment shall be considered to be "Permitted Exceptions". If Purchaser terminates this Agreement pursuant to this section, then neither Seller nor Purchaser shall have any further rights or obligations under this Agreement and the Xxxxxxx Money shall be returned to Purchaser.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of has reviewed (i) the execution of this Agreement or Title Commitment, (ii) upon Purchaser's receipt legible copies of all instruments referred to in Schedules B and C of the Title Report Commitment, and (iii) the Survey and agrees that each exception listed on Exhibit A attached to Exhibit A which is attached hereto and incorporated herein for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser purposes shall be deemed a “Permitted Exception.” In the event prior to have waived its right Closing, Purchaser shall notify Seller of an objection to object a title defect or encumbrance contained in any revision of the Title Commitment hereafter received from the Title Company prior to any exception included Closing, which was not contained in the Title Report if Commitment, then Seller shall have ten (10) calendar days, or such greater period of time to which Seller and Purchaser may, in their sole discretion, then agree (the “Cure Period”), within which Seller may (but shall in no event be required to) cure or remove defect or encumbrance which is the subject of such objection. If Seller fails to notify Seller either cure or remove such defect or encumbrance to the reasonable satisfaction of such objections Purchaser and the Title Company prior to the expiration of the Title Review Period for Cure Period, Purchaser may either waive such Property. If Purchaser gives notice of dissatisfaction as to any exception to objection and accept such title as shown Seller is able to convey without any reduction in the Title Report for any PropertyPurchase Price or, or any amendment theretoas Purchaser’s sole and exclusive remedy, may terminate this Agreement by written notice to Seller mayand receive a refund of all Xxxxxxx Money less the Independent Contract Consideration. Notwithstanding anything contained herein to the contrary, but Purchaser shall not be obligated toto object to any mechanics liens or other monetary liens or charges against the Property, attempt to eliminate except for non-delinquent real property taxes and assessments that are prorated as of the disapproved exception from the Title Report for such Property Closing, and Seller will obtain a release of any and all said liens or any amendment thereto charges at or prior to Closing (and none of the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies foregoing items shall be Permitted Exceptions). Failure of the Purchaser to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent send written notice of cancellation at least its election under this Section 2.3 within five (5) business calendar days prior to after the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier expiration of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election Cure Period shall be deemed an election by Purchaser to waive its election objection and accept such title as Seller is able to close this transaction with respect to such Property only, taking title subject to convey without any previously disapproved title exception. With respect to any amendments or updates to reduction in the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object to such matterPurchase Price.

Title Review Period. With respect to each Property separatelyBuyer shall, Purchaser shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, no later than fifteen (15) business days thereafter prior to expiration of the Inspection Period (the "“Title Review Period"”) or ten (10) days from the receipt of any amendment, update and/or continuation of the Title Commitment introducing previously undisclosed, new or updated and/or amended exceptions to title (each a “Title Commitment Update”), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such any objections prior Buyer has to the expiration condition of title, which objections may include, without limitation, any condition that, as determined in Buyer’s sole and absolute discretion, adversely affects the insurability of title to the Premises (the “Title Objection Notice”). If Bxxxx fails to deliver the Title Objection Notice to Seller within the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as Period, title shall be deemed accepted subject to any exception to title as shown the conditions set forth in the Title Report for Commitment. Notwithstanding anything in this Agreement to the contrary, Buyer shall have no obligation to include in any PropertyTitle Objection Notice, or any amendment thereto, and Seller may, but in all events shall not be obligated toto cure and remove at or before the Closing, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreementany lien or other encumbrance on title granted or permitted by Seller from and after the Effective Date, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transactionany mortgage, with respect to such Property onlydeed of trust, subject to such previously disapproved exceptionU.C.C. filing, judgment, tax, mechanic’s or other lien against Seller as set forth in the Title Commitment (iiior any update thereto) cancel this Agreement and that may be satisfied by the payment of a liquidated sum at Closing (all of the items described in fullclause (i) and/or clause (ii) above, as to all Propertiesthe “Mandatory Cure Items”). Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not a Title Commitment Update is received by Buyer containing previously undisclosed, new or updated and/or amended exceptions to eliminate a disapproved exception to title, Purchaser shall have until title between the earlier of the Initial Closing Date or five and Outside Closing Date (5) the “Extension Period”), then Buyer shall cause same to be promptly provided to Seller, no more than two business days after receiving Seller's written notice from receipt of such election to either (i) cancel this transaction or proceed to Closingsame, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the revised Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object to such matterObjection Notice.

Title Review Period. With respect to each Property separately, Purchaser shall have a period the number of time beginning days specified in the latter Schedule to review the Survey and Title Commitment and to deliver to Seller the Objection Notice. All items in Schedule C to the Title Commitment (except item No. 3) shall automatically be deemed an objection by Purchaser, which Seller, agrees to use good faith efforts to satisfy at or prior to Closing. Seller may, but shall have no obligation to attempt to satisfy any Schedule B objections within the number of (i) days specified in the execution Schedule. If Seller is unable or unwilling to satisfy all of this Agreement Purchaser’s objections, Seller may deliver the Cure Notice to Purchaser listing all objections that Seller is unable or (ii) upon Purchaser's unwilling to satisfy. After receipt of the Title Report for Cure Notice or, if Seller fails to timely deliver the Cure Notice, Purchaser may as its sole remedy either waive such Property uncured objections and copies of all documents referred accept such title as Seller is able to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included convey without reduction in the Title Report if Purchaser fails to notify Seller of such objections Purchase Price or terminate this Agreement at any time prior to the expiration of the Title Review Period for such PropertyInspection Period. If Any item: (i) to which Purchaser gives notice does not object or which Purchaser waives in writing; and (ii) which is shown on Schedule B of dissatisfaction as to any exception to title as shown in the Title Report for Commitment as of the date of the Objection Notice, shall be deemed a “Permitted Exception”. In no event may any Propertymatter or instrument which affects the Property become a Permitted Exception until Purchaser has: (i) been advised in writing of the existence of such matter or instrument; (ii) received a legible copy of the instrument, or any amendment theretoif any, Seller may, but shall not be obligated to, attempt creating such exception; and (iii) failed to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior object to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten within Ten (10) business days prior to the Closing Date for such Property, following Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent ’s receipt of written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier notification of the Closing Date or five (5) business days after receiving Seller's written notice existence of such election to either (i) cancel this transaction or proceed to Closing, with respect to exception and the instrument creating such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails terminates this Agreement as provided for herein, then the Xxxxxxx Money shall be returned immediately to object Purchaser, and neither Seller nor Purchaser shall have any further right or obligation hereunder except as otherwise provided herein. Purchaser’s failure to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser terminate this Agreement prior to the expiration of the Inspection Period shall be deemed to have waived its right be a waiver of all uncured objected to object to such mattertitle matters, all of which shall become Permitted Exceptions.

Title Review Period. With respect to each Property separately, Purchaser shall have a period the number of time beginning days specified in the latter Schedule to review the Survey and Title Commitment and to deliver to Seller the Defect Notice. All items in Schedule C to the Title Commitment (item No. 3) shall automatically be deemed an objection by Purchaser, which Seller shall cure, at or prior to Closing. If there are any other objections by Purchaser, Seller in good faith shall attempt to satisfy such objections within the number of days specified in the Schedule. If Seller is unable to satisfy all of Purchaser’s objections, Seller shall deliver the Cure Notice to Purchaser listing all objections that Seller is unable to satisfy. After receipt of the Cure Notice or, if Seller fails to timely deliver the Cure Notice, Purchaser may either waive such uncured objections and accept such title as Seller is able to convey or terminate this Agreement. Any item: (i) the execution of this Agreement to which Purchaser does not object or which Purchaser waives in writing; and (ii) upon Purchaser's receipt which is shown on Schedule B of the Title Report for such Property and copies Commitment as of all documents referred to therein and ending at 5:00 p.m.the date of the Defect Notice, Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right a “Permitted Exception”. In no event may any matter or instrument which affects the Property become a Permitted Exception until Purchaser has: (i) been advised in writing of the existence of such matter or instrument; (ii) received a legible copy of the instrument, if any, creating such exception; and (iii) failed to object to any the exception included in within Ten (10) days following Purchaser’s receipt of written notification of the Title Report if Purchaser fails to notify Seller existence of such objections prior to exception and the expiration instrument creating such exception. Purchaser agrees that any Lease of the Title Review Period Property for such Propertyagricultural purposes that Seller enters into with a term not exceeding twelve months after the date hereof until Closing shall be deemed a Permitted Exception. If Purchaser gives notice of dissatisfaction terminates this Agreement as to any exception to title as shown in provided for herein, then the Title Report for any Property, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies Xxxxxxx Money shall be returned immediately to either (i) cancel this AgreementPurchaser, with respect to such Property only, by giving and neither Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, nor Purchaser shall have until the earlier of the Closing Date any further right or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object to such matterobligation hereunder.

Title Review Period. With respect to each Property separately, Purchaser Donee shall have a period of time beginning until thirty (30) days following the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter Opening Date (the "“Title Review Period"), ”) to review the Title Report for such Property and to give Seller Xxxxx and Escrow Agent notice of any title exceptions exception which is unacceptable to Donee (the “Title Disapproval Notice”). Donee shall have an additional five (5) days after receipt of any amended Title Report and any underlying documents relating to such Property amendment, but in no event beyond 4:00 p.m., Arizona time, on the Closing Date, to give Xxxxx and Escrow Agent a Title Disapproval Notice with respect to any title exception not previously listed which are is unacceptable to PurchaserDonee. Purchaser shall be deemed Notwithstanding the foregoing to have waived its right to object to any exception included in the Title Report contrary, if Purchaser fails to notify Seller of such objections prior to Xxxxx delivers the Survey (as defined below) after the expiration of the Title Review Period for such PropertyPeriod, Donee shall have no right to object to any specific survey exceptions added to the Title Report by reason of the Title Insurer’s review of the Survey. If Purchaser Donee timely gives notice of dissatisfaction a Title Disapproval Notice as to any exception to title as shown in the Title Report for any Propertytitle, or any amendment thereto, Seller Donor may, but shall not be obligated required to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such PropertyDate. If Seller elects Xxxxx fails to notify Donee within five (5) days after receipt of a Title Disapproval Notice that Xxxxx has elected to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10exception(s) business days from the Title Report or amended Title Report prior to the Closing Date for Closing, such Property, Purchaser's sole and exclusive remedies failure shall be deemed Xxxxx’s election not to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to eliminate the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Propertiesexception(s). Notwithstanding the foregoing, if Seller notifies Purchaser If Donor notified Donee in writing of its election not to eliminate a disapproved exception exceptions(s) from the Title Report or amended Title Report, or is deemed to titlehave elected not to eliminate a disapproved exception(s), Purchaser Donee shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice receipt of such election notice (or, if applicable, five (5) days after the date on which Xxxxx is deemed to have elected not to eliminate a disapproved exception(s)) to either (i) cancel terminate this Agreement, or to agree to close this transaction or proceed to Closing, with respect subject to such Property only, or (ii) cancel this Agreement in full, as to all Propertiespreviously disapproved exception(s). Purchaser's Xxxxx’s failure to make a timely election give any such notice shall be deemed its Xxxxx’s election to close this transaction with respect subject to such Property only, taking title subject to any previously disapproved title exceptionexception(s). With respect If Xxxxx agrees in writing to any amendments or updates to eliminate a disapproved exception from the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated amended Title Report, except that Purchaser shall have five (5) business days after its receipt of but Xxxxx is unsuccessful in eliminating the amendment or update to disapproved exception from the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day periodprior to the Closing Date, purchaser Xxxxx’s sole and exclusive remedies shall be deemed to have waived its right either terminate this Agreement by giving Xxxxx and Escrow Agent written notice of termination, or to agree in writing to close this transaction subject to such exception. Notwithstanding the foregoing to the contrary, Donor shall be required prior to the Closing to eliminate any consensual financing lien created or assumed by Donor shown as an exception to title in the Title Report or any amended Title Report, and Xxxxx shall not be required to object to such matterthereto.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of ten (i10) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter Business Days (the "Title Review Period")) after the receipt of (a) the Commitment, (b) legible copies of all instruments referred to review in Schedules B and C of the Commitment, and (c) the Survey to notify Sellers, in writing, of such objections (excluding Permitted Real Property Exceptions) as Purchaser may have to the Commitment or Survey. Liens for ad valorem Taxes not then due and payable and any item contained in the Title Report for such Property and Commitment or Survey to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser does not object during the Title Review Period shall be deemed a Permitted Real Property Exception. In the event Purchaser shall notify Sellers of an objection to have waived its right to object to any exception included anything contained in the Title Report if Purchaser fails to notify Seller of such objections Commitment or Survey prior to the expiration of the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any PropertyPeriod, or any amendment thereto, Seller may, but Sellers shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least have ten (10) business days Business Days, or such greater period of time as may be mutually acceptable to Purchaser and Sellers (the "Cure Period"), within which Sellers may (but shall in no event be required to) cure or remove such objection. If Sellers fail to either cure or remove such objection to the reasonable satisfaction of Purchaser and the Title Company prior to the Closing Date expiration of the Cure Period, and if by reason of such objection the Title Company refuses to issue the Title Policy in the form provided for in Section 4.1 of this Agreement, Purchaser may either waive such Propertyobjection and accept such title as Sellers are able to convey without any reduction in the Purchase Price or, Purchaser's as its sole and exclusive remedies shall be to either (i) cancel remedy, terminate this Agreement, with respect to such Property only, Agreement by giving Seller and Escrow Agent written notice of cancellation at least to Sellers given within five (5) business days prior to following the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier expiration of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title ReportCure Period, except that Purchaser shall have be entitled to a reduction in the Purchase Price in the amount of any monetary Liens filed of record against the Owned Real Property to the extent such Liens are not paid at or before the Closing. Failure of the Purchaser to send written notice of the election available to it pursuant to the preceding sentence within five (5) business days after its receipt the expiration of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser Cure Period shall be deemed an election by Purchaser to waive its objection and accept such title as Sellers are able to convey without any reduction in the Purchase Price, except for the reduction in the Purchase Price in the amount of any Liens filed of record against the Owned Real Property, as provided above. [***] Confidential portions of this document have waived its right to object to such matterbeen redacted and filed separately with the Commission.

Title Review Period. With respect Effective as of the date hereof, the reference to each Property separatelythe “12th business day following the Contract Date” contained in the first sentence of Section 4.4.1 of the Purchase Agreement is hereby deleted and replaced with a reference to the “18th business day following the Contract Date”. In addition, notwithstanding anything to the contrary in the Purchase Agreement, in the event that Purchaser shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections to title or matters shown on the Survey prior to the expiration of the Title Review Period for Period, Seller shall notify Purchaser in writing whether Seller elects to cure such Propertyobjections within three (3) business days following expiration of the Title Review Period, and failure of Seller to provide any notice to Purchaser by such date shall be deemed Seller’s election not to attempt to cure any of Purchaser’s title objections. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any Property(i) Seller elects, or is deemed to have elected, not to cure any amendment theretoobjection, and (ii) Purchaser delivers an Approval Notice to Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate expiration of the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to Inspection Period in accordance with Section 5.2.1 of the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Purchase Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five then (5A) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right such objections, and (B) such Approval Notice shall constitute Purchaser’s agreement to object purchase the Property subject to the items to which Purchaser had objected, which items shall be deemed Permitted Exceptions, in which case the parties shall proceed to complete the Closing, subject to the terms of the Purchase Agreement. However, if (1) Purchaser fails to deliver an Approval Notice prior to the expiration of the Inspection Period, or (2) such matterApproval Notice seeks to modify any terms or provisions of the Purchase Agreement or conditionally approve the items to which Purchaser had objected, the Property or the Loan Documents, then Purchaser shall be deemed to have disapproved the Property and the Deposit shall be returned to Purchaser, the Purchase Agreement shall be null and void and neither party shall have any further rights or obligations under the Purchase Agreement, except for the indemnity obligations set forth therein and those rights and obligations that expressly survive the termination of the Purchase Agreement.

Title Review Period. With respect to each Property separatelyAfter receipt of the last of the Title Commitment, legible copies of the Exception Instruments, and the Survey, Purchaser shall have a period of time beginning ten (10) days to review the latter state of (i) Seller's title to the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review PeriodTITLE REVIEW PERIOD"). If the Survey, to review the Title Report for such Commitment or the Exception Instruments reflect or disclose any defect, exception or other matter affecting the Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are ("TITLE DEFECTS") that is unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to for any exception included in the Title Report if Purchaser fails to notify Seller of such objections reason whatsoever, then prior to the expiration of the Title Review Period for such Property. If Period, Purchaser gives may provide Seller with written notice of dissatisfaction as its objections, and Seller shall have ten (10) days (the "CURE PERIOD") from the date of the notice to remove or cure any exception Title Defects to title as shown in the satisfaction of Purchaser. Seller shall use its reasonable, good faith efforts to remove or cure the Title Report for any Property, or any amendment thereto, Seller mayDefects to Purchaser's satisfaction, but shall not be obligated to, attempt required to eliminate the disapproved exception from incur any costs in doing so (other than as provided in Section 2.4 below) or to institute litigation. If Seller does not cure any or all of the Title Report for such Property or any amendment thereto Defects within the Cure Period, Seller shall notify Purchaser in writing, prior to the Closing Date for expiration of the Cure Period, of its failure to cure such Property. If Seller elects to eliminate the disapproved exception Title Defects, and does not eliminate it by a date which is at least ten (10) business days Purchaser may, prior to the Closing Date for such Propertylater of (a) five (5) days after receipt of Seller's notice of its failure to cure, Purchaser's sole and exclusive remedies shall be to or (b) the expiration of the Inspection Period (hereinafter defined) either (i) cancel terminate this Agreement, with respect to such Property only, Agreement by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior delivered to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as elect to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to waive any previously disapproved title exception. With respect to any amendments or updates to the uncured Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exceptionDefect. If Purchaser fails to object terminate the Agreement by written notice delivered to Seller prior to the expiration of the time period referenced in the immediately preceding sentence, then any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser Defects that Seller has not cured shall be deemed waived by Purchaser. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Property as shown by the Title Commitment, the Exception Documents or the Survey, or if Purchaser elects to waive all or any of the Title Defects, or is deemed to have waived its right all or any of the Title Defects, then any exceptions to object Seller's title to such matterwhich Purchaser has not objected or which have been objected to and waived by Purchaser and which are disclosed by the Title Commitment shall be considered to be Permitted Exceptions. If Purchaser terminates this Agreement pursuant to this section, then neither Seller nor Purchaser shall have any further rights or obligations under this Agreement and the Xxxxxxx Money shall be returned to Purchaser.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of ten (i10) the execution of this Agreement or (ii) upon business days after Purchaser's ’s receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "“Title Review Period"), ”) to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions exception which is unacceptable to Purchaser (the “Title Disapproval Notice”). Purchaser shall have an additional five (5) days after receipt of any amended Title Report and any underlying documents relating to such Property amendment to give Seller and Escrow Agent a Title Disapproval Notice with respect to any title exception not previously listed which are is unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections prior to the expiration of the Title Review Period for such Property. If Purchaser timely gives notice of dissatisfaction a Title Disapproval Notice as to any exception to title as shown in the Title Report for any Property, or any amendment theretotitle, Seller may, but shall not be obligated required to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such PropertyDate. If Seller elects fails to notify Purchaser within five (5) days after receipt of a Title Disapproval Notice that Seller has elected to eliminate the disapproved exception(s) from the Title Report or amended Title Report prior to the Closing, such failure shall be deemed Seller’s election not to eliminate the disapproved exception(s). If Seller notified Purchaser in writing of its election not to eliminate a disapproved exceptions(s) from the Title Report or amended Title Report, or is deemed to have elected not to eliminate a disapproved exception(s), Purchaser shall have until the earlier of the Closing or five (5) days after receipt of such notice (or, if applicable, five (5) days after the date on which Seller is deemed to have elected not to eliminate a disapproved exception(s)) to either terminate this Agreement or to agree to close this transaction subject to such previously disapproved exception(s). Purchaser's failure to timely give any such notice shall be deemed Purchaser's election to close this transaction subject to such previously disapproved exception(s). If Seller attempts to eliminate a disapproved exception and does not eliminate it by a date which from the Title Report, but Seller is at least ten (10) business days unsuccessful in eliminating the disapproved exception from the Title Report prior to the Closing Date for such PropertyDate, Purchaser's sole and exclusive remedies shall be to either (i) cancel terminate this Agreement, with respect to such Property only, Agreement by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exceptiontermination, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser agree in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect subject to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object to such matter.

Title Review Period. With respect to each Property separately, Purchaser Buyer shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review Period"), Due Diligence Period to review the Title Report for such Property and to give Seller Sellers and Escrow Agent written notice that it approves all title exceptions thereon (the “Title Approval Notice”) or written notice of any title exceptions exception which is unacceptable to Buyer (the “Title Disapproval Notice”). Buyer’s failure to timely give either a Title Approval Notice or a Title Disapproval Notice shall be deemed Buyer’s approval of all such title exceptions. Buyer shall have an additional five (5) days after receipt of any amended Title Report and any underlying documents relating to such Property amendment to give Sellers and Escrow Agent a Title Disapproval Notice with respect to any material title exception not previously listed which are is unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections prior to the expiration of the Title Review Period for such PropertyBuyer (“New Matters”). If Purchaser Buyer timely gives notice of dissatisfaction a Title Disapproval Notice as to any exception to title as shown in the Title Report for any Propertytitle, or any amendment thereto, Seller may, but Sellers shall not be obligated to, attempt elect by giving written notice to Buyer and Escrow Agent to eliminate the such disapproved exception from the respective Title Report for such Property or any amendment thereto prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such PropertyDate, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller or Sellers may give Buyer and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election that it elects not to eliminate a such disapproved exception from the respective Title Report. If Sellers fail to title, Purchaser shall have until the earlier deliver written notice of the Closing Date or such election within five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the a Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day periodDisapproval Notice, purchaser Sellers shall be deemed to have waived its right elected not to object eliminate the disapproved exceptions. If Sellers elect not to eliminate any disapproved exception from the Title Report (or if Sellers are deemed to have made such election), then Buyer shall have three (3) business days after receipt of such written notice from Sellers (or from the date on which Sellers is deemed to have elected not to eliminate the disapproved exceptions) to elect by written notice to Sellers and Escrow Agent to either terminate this Agreement or to agree to close this transaction subject to such matterexceptions. Buyer’s failure to timely give any such notice shall be deemed Buyer’s election to terminate this Agreement. If Buyer elects to terminate this Agreement pursuant to this Section, the Xxxxxxx Money Deposit shall be refunded to Buyer, this Agreement shall terminate and the parties shall have no further obligations under this Agreement to each other except for Buyer’s indemnity under this Agreement.

Title Review Period. With respect to each Property separatelyAfter receipt of the last of the Title Commitment, legible copies of the Exception Instruments, and the Survey, Purchaser shall have a period of time beginning ten (10) days to review the latter state of (i) Seller's title to the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Time, fifteen (15) business days thereafter (the "Title Review PeriodTITLE REVIEW PERIOD"). If the Survey, to review the Title Report for such Commitment or the Exception Instruments reflect or disclose any defect, exception or other matter affecting the Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are ("TITLE DEFECTS") that is unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to for any exception included in the Title Report if Purchaser fails to notify Seller of such objections reason whatsoever, then prior to the expiration of the Title Review Period for such Property. If Period, Purchaser gives may provide Seller with written notice of dissatisfaction as its objections, and Seller shall have ten (10) days (the "CURE PERIOD") from the date of the notice to remove or cure any exception Title Defects to title as shown in the satisfaction of Purchaser. Seller shall use its reasonable, good faith efforts to remove or cure the Title Report for any Property, or any amendment thereto, Seller mayDefects to Purchaser's satisfaction, but shall not be obligated to, attempt required to eliminate the disapproved exception from incur any costs in excess of One Thousand Dollars ($1,000) in doing so (other than as provided in Section 2.4 below) or to institute litigation. If Seller does not cure any or all of the Title Report for such Property or any amendment thereto Defects within the Cure Period, Seller shall notify Purchaser in writing, prior to the Closing Date for expiration of the Cure Period, of its failure to cure such Property. If Seller elects to eliminate the disapproved exception Title Defects, and does not eliminate it by a date which is at least ten (10) business days Purchaser may, prior to the Closing Date for such Propertylater of (a) five (5) days after receipt of Seller's notice of its failure to cure, Purchaser's sole and exclusive remedies shall be to or (b) the expiration of the Inspection Period (hereinafter defined) either (i) cancel terminate this Agreement, with respect to such Property only, Agreement by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior delivered to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to Closing, with respect to such Property only, or (ii) cancel this Agreement in full, as elect to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to waive any previously disapproved title exception. With respect to any amendments or updates to the uncured Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exceptionDefect. If Purchaser fails to object terminate the Agreement by written notice delivered to Seller prior to the expiration of the time period referenced in the immediately preceding sentence, then any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser Defects that Seller has not cured shall be deemed waived by Purchaser. If Purchaser shall fail to notify Seller in writing of any objections to the state of Seller's title to the Property as shown by the Title Commitment, the Exception Documents or the Survey, or if Purchaser elects to waive all or any of the Title Defects, or is deemed to have waived its right all or any of the Title Defects, then any exceptions to object Seller's title to such matterwhich Purchaser has not objected or which have been objected to and waived by Purchaser and which are disclosed by the Title Commitment shall be considered to be "Permitted Exceptions". If Purchaser terminates this Agreement pursuant to this section, then neither Seller nor Purchaser shall have any further rights or obligations under this Agreement and the Xxxxxxx Money shall be returned to Purchaser.

Title Review Period. With respect Section 5.1 of the Agreement is hereby amended to each Property separately, Purchaser provide that Buyer shall have a period the right to render objections to any matters described on its own Survey (or any update of time beginning the latter of Seller’s existing Survey) by delivering written notice to Seller on or before March 20, 2006. Seller shall have until 5 p.m. PST on March 30, 2006 to give Buyer: (i) notice that said objections will be removed on or before the execution of this Agreement Closing Date; or (ii) upon Purchaser's receipt of the Title Report for notice that Seller elects not to cause such Property and copies of all documents referred objections to therein and ending at 5:00 p.m., Central Standard Time, fifteen be removed. If Seller fails to give notice under clause (15) business days thereafter (the "Title Review Period"i), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right elected not to object cause such objections to any exception included in the Title Report if Purchaser be removed. If Seller either fails to give Buyer notice under clause (i) or gives Buyer notice under clause (ii), Buyer shall notify Seller of such objections prior to the expiration of the Title Review Due Diligence Period for such Propertywhether Buyer elects to proceed with the purchase or terminate the Agreement. If Purchaser gives notice of dissatisfaction as Buyer fails to any exception to title as shown in give Seller the Title Report for any Property, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto Election Notice prior to the Closing Date for such Property. If Seller elects to eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such Property, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, with respect to such Property only, by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior to the Closing Date for such Property, (ii) close such transaction, with respect to such Property only, subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier expiration of the Closing Date or five (5) business days after receiving Seller's written notice of such election to either (i) cancel this transaction or proceed to ClosingDue Diligence Period, with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Report, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser Buyer shall be deemed to have waived its right elected to object terminate this Agreement. If Buyer gives Seller the Election Notice prior to such matterthe expiration of the Due Diligence Period, Buyer shall be deemed to have elected to proceed with the Agreement and to accept title subject to the Approved Exceptions (as provided in paragraph 5.1.1, excluding, however, any references to exceptions disclosed by the Survey which shall be subject to the terms of this paragraph) and any exception approved pursuant to this paragraph. The term “Approved Exceptions” shall be deemed to include the title exceptions approved pursuant to this paragraph and paragraph 5.1.1 of the Agreement.

Title Review Period. With respect to each Property separately, Purchaser shall have a period of time beginning the latter of (i) the execution of this Agreement or (ii) upon Purchaser's receipt of the Title Report for such Property and copies of all documents referred to therein and ending at 5:00 p.m., Central Standard Timetime, fifteen (15) business days thereafter (the "Title Review Period"), to review the Title Report for such Property and to give Seller and Escrow Agent notice of any title exceptions relating to such Property which are unacceptable to Purchaser. Purchaser shall be deemed to have waived its right to object to any exception included in the Title Report if Purchaser fails to notify Seller of such objections prior to the expiration of the Title Review Period for such Property. If Purchaser gives notice of dissatisfaction as to any exception to title as shown in the Title Report for any PropertyReport, or any amendment thereto, Seller may, but shall not be obligated to, attempt to eliminate the disapproved exception from the Title Report for such Property or any amendment thereto prior to the Closing Date for such PropertyDate. If Seller elects to does not eliminate the disapproved exception and does not eliminate it by a date which is at least ten (10) business days prior to the Closing Date for such PropertyDate, Purchaser's sole and exclusive remedies shall be to either (i) cancel this Agreement, Agreement with respect to such Property only, only by giving Seller and Escrow Agent written notice of cancellation at least five (5) business days prior cancellation, or to the Closing Date for such Property, (ii) close such transaction, transaction with respect to such Property only, only subject to such previously disapproved exception, or (iii) cancel this Agreement in full, as to all Properties. Notwithstanding the foregoing, if Seller notifies Purchaser in writing of its election not to eliminate a disapproved exception to title, Purchaser shall have until the earlier of the Closing Date or five (5) business days after receiving Seller's written notice of such making its election in writing as described above to either (i) cancel this transaction or proceed to Closing, Closing with respect to such Property only, or (ii) cancel this Agreement in full, as to all Properties. Purchaser's failure to make a timely election shall be deemed its election to close this transaction with respect to such Property only, taking title subject to any previously disapproved title exception. With respect to any amendments or updates to the Title Report or previous amendments or updates thereto, the same provisions and procedures described above shall apply with respect to Purchaser's review and approval of, and Seller's option to eliminate, disapproved exceptions first appearing in such updated Title Reportexceptions, except that Purchaser shall have five (5) business days after its receipt of the amendment or update to the Title Report containing such exception to give its notice of dissatisfaction of any new title exception. If Purchaser fails to object to any matter first appearing in any updated or amended Title Report within such five (5) business day period, purchaser shall be deemed to have waived its right to object to such matter...