Common use of Condition of Title Clause in Contracts

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

Condition of Title. 5.1 5.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or the Survey discloses any new Unpermitted Exception, Seller, upon notice to Purchaser, shall have thirty (30) days from the date of the date-down to the Title Commitment or the Survey at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, provided that such Title Insurer also commits to insure against such Unpermitted Exceptions for any subsequent purchaser of the Property from Purchaser and any mortgage lender without any additional premium, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, provided that such Title Insurer also commits to insure against such Unpermitted Exceptions for any subsequent purchaser of the Property from Purchaser and any mortgage lender without any additional premium. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or as a result of the litigation set forth on Exhibit P if such litigation becomes a lien on the Property or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception Exception, provided that such Title Insurer also commits to insure against such Unpermitted Exceptions for any subsequent purchaser of the Property from Purchaser and any mortgage lender without any additional premium for a cost not to exceed $25,000 100,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants obligations which survive the termination hereof. Notwithstanding the provisions of Paragraph 5 hereof, Purchaser may at any time accept the Title Insurance Policy in such form as the Title Insurer is willing to issue, without reduction of the Purchase Price or any credit or allowance on account thereof or any claims against Seller except that if on the Closing Date there remain unremoved Involuntary Monetary and obligations that specifically survive termination Mechanics' Liens (as defined herein) which have neither been removed by Seller nor insured over the Title Insurer as provided herein, and Seller has not used the entire sum of this Agreement$100,000 as provided above (the "Cure Amount") in removing such liens, then Purchaser may elect to close subject to such unremoved Involuntary Monetary and Mechanics' Liens and receive the Cure Amount less any amounts previously paid by Seller or deposited with the Title Insurer to remove or obtain insurance over any Involuntary Monetary and Mechanics' Liens, Purchaser will be allowed a credit against the Purchaser Price equal to the remaining Cure Amount.

Condition of Title. 5.1 If, prior Buyer has requested that Security Title Company (hereinafter referred to Closing (as hereinafter defined), “Escrow Holder”) prepare a date-down Preliminary Report for the Property. Copies of any liens and other matters referenced in such Preliminary Report shall be furnished to the Title Commitment discloses parties upon request to Escrow Holder. Buyer shall have thirty (30) days from receipt of Preliminary report in which to disapprove of any new Unpermitted Exceptions which, exceptions described in the aggregate, do Preliminary both Seller and Escrow Holder. All matters not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, so disapproved in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above writing within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business said 30-day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser period shall be deemed to have elected been approved by Buyer. Upon receipt of such written disapproval, Seller shall have fifteen (150 days to take notify Buyer whether or not seller intends to remove the disapproved exceptions from title to the Property prior to Close of Escrow. If Seller Indicates that it does not intend to remove such exceptions, then within fifteen (15) days thereafter, Buyer may, at the sole option of Buyer, elect either (a) to accept title subject thereto, in which case such exceptions shall no longer be deemed disapproved exceptions, or (b) to said Unpermitted Exception, terminate this Agreement without any reduction further liability whatsoever by Seller to Buyer. At the close of escrow, title to the Property shall be subject to no momentary liens except for the lien of real property taxes and assessments not yet due and payable. In addition, title to the Property shall be subject to all other matters disclosed in or setoff against the Preliminary Report (except for the Property shall be subject to all other matters disclosed in the Preliminary Report (except for monetary liens as described in the preceding sentence) not disapproved by buyer as described in the preceding paragraph. The foregoing matters are referred to as the “Permitted Exceptions.” At the close of escrow, Escrow Holder shall issue a Standard Owner’s Policy of Title Insurance, insuring the interests of Buyer, and showing title to the Property vested in Buyer and in the condition of title as described in this Section. The total liability of the policy of title insurance shall be in the amount off the Purchase Price as a result thereoffor the Property. If Purchaser terminates this Agreement in accordance with The close of escrow and the terms of this Paragraph 5.1, this Agreement shall terminate without further action obligations of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned hereunder are conditioned upon Escrow Holder’s ability to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination issue such policy of this Agreementtitle insurance.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 250,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $250,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein11 hereof. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able with the intention to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or prevent the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 sale of the Property in accordance with the terms hereof and hereof, Seller fails to expend will cure such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 hereinUnpermitted Exception. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions as reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods, but in no event may Closing be extended more than 2 business days after the thirty (30) day period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any an unrelated third party) which prevents the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the update of the Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the update of the Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, which in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified in (i) in the preceding sentence above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date preceding sentence and notifies purchaser of the date down to the Title Commitmentsame, Purchaser may either (x) proceed to Closing and receive a credit of up to $25,000.00 against the Purchase Price or (y) terminate this Agreement upon written notice to Seller within three ten (310) days after receipt of notice from Seller stating its election not to cure said Unpermitted Exception or, if notice is not delivered, the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's Purchasers right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able with intention to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or prevent the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 sale of the Property in accordance with the terms hereof and Seller fails to expend such funds in either casehereof, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) days after the expiration of such five said thirty (530) business day period; period provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title CommitmentCommitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions whichwhich can be removed for a cost which does not, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from so that they will not appear in the Title Commitment Policy, or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions whichwhich can be removed for a cost which does, in the aggregate, equal or exceed $25,00025,000 (each, a "Major Unpermitted Exception"), Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions Major Unpermitted Exceptions removed from so that they do not appear in the Title Commitment Policy, or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Major Unpermitted Exceptions. If Purchaser does not object to a Major Unpermitted Exception in a notice sent to Seller within five (5) business days from the date of the date down of the Title Commitment, Purchaser shall be deemed to have elected to take title to the Property subject to said Major Unpermitted Exception, without any reduction in or set off against the Purchase Price as a result thereof. If (i) Purchaser does object to a Major Unpermitted Exception within five (5) business days from the date of the date down of the Title Commitment, and (ii) Seller fails to bond over, cure or have any such Major Unpermitted Exception removed or to have the Title Insurer commit to insure as specified above within five ten (510) business days from the date of the date down to the Title Commitment, Purchaser may either (a) elect to take title to the Property subject to said Major Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof; or (b) terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five ten (510) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7. If any new Unpermitted Exception is the result of Seller's intentional act which prevents the Closing of the transaction contemplated herein then the act of creating such Unpermitted Exception shall be considered a default by Seller under this Agreement and Purchaser shall be entitled to those covenants rights and obligations that specifically survive termination of this Agreementremedies set forth in Paragraph 11 herein.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted ExceptionExceptions"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions ) removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted ExceptionsExceptions in a manner reasonably acceptable to Purchaser, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Minor Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written will terminate unless Purchaser delivers notice to Seller within three (3) days after in accordance with the expiration of such five (5) business day periodfollowing sentence; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against is the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor the Unpermitted Exception Exceptions for a cost not to exceed $25,000 100,000.00 or the Title Insurer is willing to insure over a the Minor Unpermitted Exception Exceptions for a cost not to exceed $25,000 100,000.00 in a manner reasonably acceptable to Purchaser in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent Subject to the foregoing, if Purchaser delivers notice from Purchaser to Seller in accordance with within five (5) days after the preceding sentenceexpiration of said thirty (30) day period stating that Purchaser desires to purchase the Property subject to such Unpermitted Exception, then Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, Exception without any reduction in or setoff offset against the Purchase Price as a result thereofPrice. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations restore the Property, as more fully set forth in Paragraph 7. Notwithstanding the provisions of Paragraph 5 hereof, Purchaser may at any time accept the Title Policy in such form as the Title Insurer is willing to issue, without reduction of the Purchase Price or any credit or allowance on account thereof or any claims against Seller except that specifically survive termination if on the Closing Date there remain unremoved "Involuntary Monetary and Mechanics' Liens" (as defined herein) which have neither been removed by Seller nor insured over by the Title Insurer as provided herein, and Seller has not used the entire sum of this Agreement$100,000 as provided above (the "Cure Amount") in removing such liens, then Purchaser may elect to close subject to such unremoved Involuntary Monetary and Mechanics' Liens and receive the Cure Amount less any amounts previously paid by Seller or deposited with the Title Insurer to remove or obtain insurance over any Involuntary Monetary and Mechanics' Liens.

Condition of Title. 5.1 IfWithin five (5) days after the Effective Date, prior Seller shall cause Escrow Holder to Closing issue its preliminary report of title for the Land (as hereinafter definedthe “Preliminary Report”) together with copies of all exceptions referred to therein, and legible copies of all off-record matters referred to therein or of which Seller otherwise has knowledge and which affect title to the Land. Seller shall convey title to the Land and Improvements to Buyer free and clear of all monetary liens and encumbrances (except a lien for current real property taxes and assessments collected with such taxes), a dateand subject only to non-down monetary encumbrances, contracts, agreements, rights, easements, rights-of-way, and mineral leases, rights and reservations set forth in the Preliminary Report that have been specifically approved by Buyer in writing (the “Permitted Exceptions”). Upon receipt of the Preliminary Report and copies of all of documents referred to above, Buyer shall have fifteen (15) days within which to notify Seller in writing of any exceptions to title disclosed thereby that Buyer, in its reasonable discretion, disapproves (the “Objectionable Exceptions”). Seller shall have an affirmative obligation to remove all monetary liens and encumbrances, including without limitation tax liens for delinquent taxes and assessments (but not liens for current taxes and assessments), mechanic’s liens, judgments, deeds of trust, and financing statements (“Monetary Exceptions”), and any right, interest or claim that may exist, arise or be asserted against the Title under or pursuant to the Title Commitment discloses Perishable Agricultural Commodities Act of 1930, as amended, 7 USC 499a et seq., the Packers and Stockyard Act of 1921, as amended, 7 USC 181 et seq., or any new Unpermitted Exceptions whichsimilar state laws (collectively, “PACA Liens”), whether or not listed in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Buyer’s notice of Objectionable Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal If Buyer notifies Seller of one or exceed $25,000more Objectionable Exceptions, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date after receipt of the date down to the Title Commitment, Purchaser may terminate this Agreement upon such written notice to Seller within three (3i) days after remove or agree to remove the expiration Objectionable Exception(s) prior to the Close of such Escrow, and proceed to close the sale; or (ii) refuse to remove the Objectionable Exception(s), in which case Buyer may elect to waive its objection and close the sale, or withdraw its offer to purchase the Property and receive a refund of the Deposit, whereupon neither Party shall have any further obligation to sell or purchase the Property. Buyer may at its cost and expense, undertake a boundary or full ALTA survey of the Land (the “Survey”). In the event that Buyer elects to have the Land or any portion of it surveyed, Buyer shall have until the earlier of (i) five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result days following receipt of the affirmative action of Seller (Survey and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price amended Preliminary Report issued as a result thereof, or (ii) five (5) days prior to the expiration of the Due Diligence Period, to raise additional Objectionable Exceptions disclosed by the Survey but not otherwise described in the Preliminary Report (an “Arising Exception”). If Purchaser terminates thereafter, but prior to the Close, the Survey is materially changed, revised or amended, Buyer shall have an additional five (5) days within which to raise additional Objectionable Exceptions arising from such change, revision or amendment. In the event Buyer gives timely notice of an Arising Exception, then the evaluation and elections concerning such Arising Exception shall be conducted in the same manner and time periods as Objectionable Exceptions as specified in this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action Section 6.3 above. Seller will convey marketable title to any of the parties Improvements that are personal property, the Maps and all Earnest Money theretofore deposixxx xxxo the escrow by PurchaserRecords, together with any interest accrued thereonIntangible Interests, shall be returned to PurchaserWater and Mineral Rights, and neither party shall have any further liability Environmental Attributes to Buyer at the otherClose of Escrow, except for those covenants free of all liens and obligations that specifically survive termination of this Agreementencumbrances.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over (in a manner reasonably acceptable to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding , or (ii) have the foregoingright, if such date down but not the obligation, to the Title Commitment discloses bond over (in a manner reasonably acceptable to Purchaser), cure and/or have any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,00025,000.00, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo depositex xxxx the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) days after the expiration of such five said thirty (530) business day period; period provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, Pxxxxxxxr together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each100,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the Title Commitment or the Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 IfBuyer shall have approved those covenants, prior to Closing conditions, restrictions, rights of way, easements, reservations, and other matters of record disclosed in (as hereinafter defined), a date-down to i) the Title Commitment discloses and (ii) the Exception Documents. If Buyer disapproves of any new Unpermitted Exceptions which, matter disclosed in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Exception Documents, Buyer shall notify Seller of such disapproval no later than May 21, 2004 (the "Title Insurer commit to insure against loss or damage Comment Date") (provided, however, that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses is supplemented or amended, Buyer shall have until the later of such date or seven (7) days after receipt of such supplement or amendment to disapprove of any new Unpermitted Exceptions whichmatters shown therein and further provided that any matters of record created or caused by Buyer shall be deemed approved by Buyer), in the aggregate, equal or exceed $25,000, and Seller shall have seven (7) days from receipt of such disapproval to agree to attempt to remove the rightdisapproved matter; provided further however, but not the obligation, if Buyer fails within such period to bond over, cure and/or have such exceptions removed from approve any matter disclosed in the Title Commitment or the Exception Documents, by written notice to have Seller and Escrow Holder, then such matter shall be deemed disapproved by Buyer. The Title Comment Date shall be extended by one (1) day for each day of delay in delivering the Title Insurer commit Commitment, Existing Survey and Exception Documents to insure against loss Buyer after the date three (3) business days after the Effective Date. Subject to Seller's obligations below under this SECTION 4.1.1 to remove certain monetary liens, Seller's agreement to attempt to remove such other disapproved items shall not be deemed an agreement by Seller to remove such disapproved items nor shall Seller's failure to remove such disapproved items, for any reason whatsoever, including, without limitation, that Seller is unable or damage that may unwilling to remove such matters, be occasioned considered or deemed a default by such Unpermitted ExceptionsSeller under, or a breach by Seller of, the terms of this Agreement. If Seller fails to bond overis successful in removing all disapproved matters, cure or have any Unpermitted Exception removed or have the Title Insurer commit Commitment and Exception Documents shall then be deemed approved, and this contingency shall be satisfied. If Seller does not agree to insure as specified above within five attempt to remove all disapproved matters, or if Seller is not successful in removing all disapproved matters, Buyer shall have seven (57) business days from the date of the date down Seller notifies Buyer in writing that Seller will not attempt to the Title Commitmentremove or cannot remove disapproved matters, Purchaser may if Seller does not agree to remove such disapproved matters, to either terminate this Agreement upon written notice or agree to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein accept title to the contraryProject subject to the disapproved matters that Seller cannot, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and or will not, remove. If Buyer does not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to notify Seller in accordance with writing within such seven (7) day period of Buyer's willingness to accept title to the preceding sentenceProject subject to those matters Seller cannot, Purchaser or will not, remove, Buyer shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates terminate this Agreement in accordance with and the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, Deposit shall be returned to PurchaserBuyer. The exceptions to title that Buyer approves, or is deemed to have approved, under this SECTION 4.1.1, and neither party under the terms of SECTION 4.1.2 below, and any liens or encumbrances created by Buyer, and any Leases entered into in accordance with SECTION 5.1.1, shall be referred to as "Permitted Title Exceptions"; provided, however, that notwithstanding any other provision of this SECTION 4.1.1, or SECTION 4.1.2 below but except as permitted in SECTION 5.1.6 below, the Permitted Title Exceptions shall not include, and Seller shall remove at or before the Closing and shall cause the Project to be delivered free and clear of, any lien encumbering the Project that secures the payment of money, such as mechanic's and materialmen's liens, and the liens of deeds of trust and mortgages unless Buyer otherwise notifies Seller in writing or unless such liens or encumbrances were created by Buyer. Buyer acknowledges and agrees that Seller is in the process of: (i) preparing and recording an "Amended Binding Site Plan" for the reconfiguration of the Legal Lots at the Land, a copy of which has been delivered to Buyer, (ii) amending the ORREA and the XXXXX with respect to construction of certain improvements at the Project and the "Neighborhood Center," and (iii) dedicating as a public street 59th Avenue to the City of Lakewood. Buyer shall have the right to approve the documents referenced in the immediately preceding clauses (i) through (iii) in connection with Buyer's title review, which approval shall not be unreasonably withheld, conditioned or delayed. Seller shall have the right to complete the foregoing notwithstanding any further liability disapproval by Buyer and in such event Buyer's sole remedy shall be to the other, except for those covenants and obligations that specifically survive termination terminate this Agreement because of a failure of this AgreementBuyer's Condition. Buyer acknowledges receipt of draft copies of such documents.

Condition of Title. 5.1 5.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or the Updated Survey discloses an Unpermitted Exception (other than the current financing secured by the Property described in the Title Commitment as Schedule C, item 5, which will be released at Closing), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure and/or have any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails Seller's expense to bond over, cure and/or remove any Unpermitted Exceptions from the Title Commitment will, in the aggregate, exceed $25,000, Seller shall notify Purchaser in writing within ten (10) days of receiving knowledge of such Unpermitted Exceptions, whether Seller intends to seek to bond over, cure and/or remove such Unpermitted Exceptions from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence then this Agreement shall terminate unless Purchaser gives Seller written notice within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of said thirty (30) day period that Purchaser waives such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereofExceptions. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 or which have arisen by the affirmative, intentional acts of Seller (each, a such acts being hereinafter referred to as "Minor Unpermitted ExceptionIntentional Acts"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00 (and which are not Intentional Acts), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, together with Purchaser togethxx xxxx any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for: (i) Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7; and (ii) for those covenants and obligations that specifically survive termination Purchaser's rights as set forth in Paragraph 15 hereof if the Unpermitted Exceptions do not exceed $100,000 in the aggregate, or have arisen as a consequence of this Agreementthe Intentional Acts of Seller.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exceptions whichException, in Seller covenants and agrees that, within thirty (30) days from the aggregatedate of the date-down to the Title Commitment or the Updated Survey, do not exceed $25,000 (each, a "Minor Unpermitted Exception")as applicable, Seller shall, subject to the provisions of Paragraph 11 hereof, at Seller's expense, bond over, cure and/or have such Minor any Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding In such event, the foregoingtime of Closing shall be delayed, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligationnecessary, to bond over, cure and/or have such exceptions removed from the Title Commitment or give effect to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptionssaid aforementioned time period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from the date of the date down to the Title Commitmentday period, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and parties, all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, Purchaser shall be entitled to receive from Seller an amount equal to the actual costs paid or incurred by Purchaser in connection with this Agreement, which amount shall not exceed the amount of the Earnest Money on deposit with thx Xxxxxw Agent at the time of said termination, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 If(a) Within ten (10) days after the Effective Date, Buyer shall order a title search from the Title Insurer, and direct the Title Insurer promptly to deliver to Buyer and Seller, a preliminary title commitment for an ALTA extended owner’s policy of title insurance with respect to the Langhorne Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title (the “Title Commitment”). Within thirty (30) days after receipt of the Title Commitment but, in any event, prior to Closing the expiration of the Due Diligence Period, Buyer shall give Seller notice of any title exceptions which are reasonably unsatisfactory to Buyer. If any additional material title exceptions are revealed after the expiration of the Due Diligence Period, Buyer shall have five (as hereinafter defined)5) days after notice thereof to object thereto. If, a date-down to the Title Commitment discloses for any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception")reason, Seller shall, at Seller's expense, bond over, cure and/or have is unable or unwilling to take such Minor Unpermitted Exceptions actions as may be required to cause such exceptions to be removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000Commitment, Seller shall have give Buyer notice thereof; it being understood and agreed that the right, but failure of Seller to give such notice within ten (10) days after Buyer’s notice of objection shall be deemed an election by Seller not the obligation, to bond over, cure and/or have remedy such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptionsmatters. If Seller fails shall be unable or unwilling to bond overremove any title defects to which Buyer has reasonably objected, cure or have any Unpermitted Exception removed or have the Title Insurer commit Buyer may elect (i) to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after in which event the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties Deposit and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, thereon shall be returned to Purchaser, Buyer and this Agreement shall be null and void and neither party shall have any further liability obligations hereunder, or (ii) to consummate the transaction contemplated hereby, notwithstanding such title defect, with a reduction in the Purchase Price, as set forth in Section 4(d), in which case such defects shall he considered “Permitted Title Exceptions”. Buyer shall make any such election by written notice to Seller given on or prior to the other, except for those covenants and obligations that specifically survive termination tenth (10th) business day after Seller’s notice of this Agreementits unwillingness to cure such defect. Failure of Buyer to give such notice shall be deemed an election by Buyer to proceed in accordance with clause (ii) above.

Condition of Title. 5.1 IfA. If after delivery of the Title Notice to Seller, but prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment discloses an Unpermitted Exception (other than the current financing secured by the Property, which will be satisfied by Seller at Closing or assumed by Purchaser at Closing pursuant to the terms hereof), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, to (i) have any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Minor Unpermitted Exceptions at no additional premium to Purchaser, or (ii) have the right, but not the obligation, to have any Unpermitted Exceptions which, in the aggregate, equals or exceeds $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Unpermitted ExceptionsExceptions at no additional premium to Purchaser. The time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date preceding sentence of the date down to the Title Commitmentthis Paragraph 5A, Purchaser may terminate this Agreement upon written termxxxxx xxxx Xxxxxxxxx xxon notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the immediately preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereofterminate this Agreement. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.15A, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the no obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions except that Seller shall discharge any new Unpermitted Exception caused by the affirmative action or omission of Seller or its agents. If Seller fails shall undertake the action required by this Section 5.1, if any, with respect to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five three (53) business days from the date Seller's receipt of the date down to the Title Commitment. If Seller offers to insure over any new Unpermitted Exceptions which, in the aggregate equal or exceed $25,000 but Purchaser refuses to accept insurance over such Unpermitted Exceptions, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration written notice from Seller of its failure to cure any such five (5) business day periodUnpermitted Exception; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action or omission of Seller or its agent, (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend terminate the effect of such funds matter as an encumbrance on title in either casea timely manner, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to not take title subject to said Unpermitted Exception. Subject to the foregoing, without any reduction in or setoff against the Purchase Price as a result thereof. If if Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined)) and after the expiration of the Inspection Period, a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall within thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions whicheach in a manner reasonably acceptable to Purchaser, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in a manner reasonably acceptable to Purchaser or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof a manner reasonably acceptable to Purchaser and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 IfNot later than ten (10) days after the date of this Agreement, prior to Closing SELLER shall obtain a preliminary title report with extended coverage (as hereinafter defined"Title Commitment") on the Premises and Area B in the amount of the Purchase Price from First American Title Company of Nevada ("Title Company"), a date-down to . If the Title Commitment discloses reveals any new Unpermitted Exceptions whichtitle exceptions, in the aggregateencumbrances or conditions which are unacceptable to BUYER, do BUYER shall give notice thereof to SELLER not exceed $25,000 later than thirty (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (530) business days from the date of the date down to the Title Commitmentthis Agreement, Purchaser may terminate this Agreement upon written notice to Seller within three and SELLER shall have thirty (330) days after the expiration receipt of such five notice in which (5a) business day to cure same to BUYER's satisfaction and furnish a later report showing the defect cured or removed, or (b) if such exceptions, encumbrances or conditions can be cured solely by payment of additional title insurance premiums, to arrange for satisfaction of same out of SELLER's proceeds at closing. In the event SELLER is unable or unwilling to cure the unacceptable exceptions, encumbrances or conditions within the aforesaid period; provided, howeverBUYER may withdraw from this transaction in accordance with the provisions of Article 11 hereof. If, and notwithstanding anything contained herein at closing, SELLER is unable to deliver title to the contrary, if Premises in the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property same condition as a result of the affirmative action of Seller (and not accepted by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 BUYER in accordance with the terms hereof and Seller fails to expend such funds in either casehereof, then Purchaser BUYER shall have elect as its sole remedy for such failure either (a) to waive such defects and accept title to the additional rights contained in Paragraph 14 herein. Absent notice Premises and Area B "as is" or (b) to withdraw from Purchaser to Seller this transaction in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as provisions of Article 11 hereof and receive a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action full refund of the parties and all Earnest Money theretofore deposixxx xxxo Option consideration paid under Article 1. BUYER may unilaterally extend the escrow by Purchaserdate for closing sixty (60) days to afford SELLER additional time within which to cure the unacceptable exceptions, together with encumbrances or conditions (without prejudice to BUYER's rights under any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination other provision of this Agreement).

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of Purchaser's notification to Seller of such new Unpermitted Exception (which will be given by Purchaser, if at all, not later than five (5) business days after Purchaser's receipt of the date-down to the Title Commitment or the Updated Survey, as applicable), at Seller's expense, to (i) bond over with a bonding company reasonably satisfactory to Purchaser, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser, or (ii) have the right, but not the obligation, to bond over (with a bonding company reasonably satisfactory to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. Purchaser may, at Purchaser's sole cost and expense, and without any reduction in or setoff against the Purchase Price as a result thereofliability to Seller, bond over any Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding , or (ii) have the foregoingright, if such date down but not the obligation, to the Title Commitment discloses bond over (with Purchaser's reasonable approval), cure and/or have any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,00025,000.00, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date first sentence of the date down to the Title Commitmentthis Paragraph 5.1, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 IfA. If after delivery of the Title Notice to Seller, but prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment discloses an Unpermitted Exception (other than the current financing secured by the Property, which will be satisfied by Seller at Closing or assumed by Purchaser at Closing pursuant to the terms hereof), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, to (i) have any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Minor Unpermitted Exceptions at no additional premium to Purchaser, or (ii) have the right, but not the obligation, to have any Unpermitted Exceptions which, in the aggregate, equals or exceeds $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Unpermitted ExceptionsExceptions at no additional premium to Purchaser. The time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date preceding sentence of the date down to the Title Commitmentthis Paragraph 5A, Purchaser may terminate this Agreement upon written notice to Seller within three notxxx xx Xxxxxx xxxxxx xxve (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the immediately preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereofterminate this Agreement. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.15A, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, together Purchaxxx xxxether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down a. Title to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed free and clear of all defects, liens, encumbrances, covenants, restrictions and easements excepting only (i) real estate taxes for the current year which are not yet due and payable; and (ii) those stated exceptions not objected to have elected or waived by Purchaser pursuant to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, paragraph (subparagraphs (i) and (ii) hereof are referred to as the “Permitted Exceptions”); otherwise title to the Property shall be good and marketable and insurable as such at regular rates by a reputable title insurance company doing business in Pennsylvania selected by Purchaser. Upon the execution of this Agreement or as soon as reasonably feasible thereafter, Purchaser shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaserorder a title insurance commitment, together with any true and complete copies of all liens, encumbrances, covenants, restrictions and easements which are listed as exceptions thereon (said commitment and copies being hereinafter collectively referred to as the “Title Commitment”). Within seven (7) days of receipt of the title commitment, Purchaser shall deliver a copy of the Title Commitment to Seller, together with written notice of those title exceptions, if any, which are unacceptable to Purchaser (“Purchaser’s Title Notice”). Seller shall have a period of twenty (20) days after receipt of the Title Commitment and Purchaser’s Title Notice to advise Purchaser, in writing, whether Seller will agree to cure or not to cure each of those additional exceptions (“Seller’s Notice”). Purchaser shall thereafter have a period of ten (10) days after delivery of Seller’s Notice to elect to terminate this Agreement by giving written notice of such election to Seller and to receive the return of the Deposit, together with interest accrued thereon, or to waive those exceptions which Seller does not agree to cure. Those title exceptions shown on the Title Commitment as to which Purchaser does not object, together with those exceptions to which Purchaser objects but Seller elects not to cure, shall be returned deemed, along with subparagraph (i) above, to Purchaser, and neither party shall have any further liability to be the other, except “Permitted Exceptions” for those covenants and obligations that specifically survive termination the purposes of this Agreement.

Condition of Title. 5.1 6.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment discloses an Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure and/or have any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails Seller's expense to bond over, cure and/or remove any Unpermitted Exceptions from the Title Commitment will, in the aggregate, exceed $25,000, Seller shall notify Purchaser in writing within ten (10) days of receiving knowledge of such Unpermitted Exceptions, whether Seller intends to seek to bond over, cure and/or remove such Unpermitted Exceptions from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence then this Agreement shall terminate unless Purchaser gives Seller written notice within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of said thirty (30) day period that Purchaser waives such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereofExceptions. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.16.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, together Purchaxxx xxxether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 8.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the delivery of the Updated Survey discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shallshall have thirty (30) days from the date of the date-down to the Title Commitment or the delivery of the Updated Survey, as applicable, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time period, it being understood that Purchaser shall not be obligated to close prior to the expiration of the aforementioned time period, unless Seller has bonded over, cured and or had the Unpermitted Exceptions removed from the Title Commitment or had the Title Insurer commit to insure against loss or damage that may be accessed by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any said Unpermitted Exception Exceptions removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from the date of the date down to the Title Commitmentday period, Purchaser may may, at its option, either (a) terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; providedor (b) consummate the subject transaction, however, and notwithstanding anything contained herein in which case Purchaser shall be entitled to a credit at closing equal to the contrary, if the sum of all Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as Exceptions of a result of the affirmative action of Seller (and not by any unrelated third party) definite or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 hereinascertainable amount. Absent notice from Purchaser to Seller in accordance with the preceding sentencethat it has elected to terminate this Agreement, Purchaser shall be deemed to have elected to take title subject to said Unpermitted ExceptionExceptions, without any reduction in or setoff against and shall be entitled to the Purchase Price as a result thereofaforesaid credit at closing. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties parties, and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of Purchaser's notification to Seller of such new Unpermitted Exception (which will be given by Purchaser, if at all, not later than five (5) business days after Purchaser's receipt of the date-down to the Title Commitment or the Updated Survey and any related underlying documents, as applicable), at Seller's expense, to (i) bond over with a bonding company reasonably satisfactory to Purchaser, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each75,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser, or (ii) have the right, but not the obligation, to bond over (with a bonding company reasonably satisfactory to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $75,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. Purchaser may, at Purchaser's sole cost and expense, and without any reduction in or setoff against the Purchase Price as a result thereofliability to Seller, bond over any Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow Escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each5,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $5,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 IfAs soon as practicable after execution of this Agreement, prior to Closing Purchaser will obtain, at Purchaser's sole cost and expense, an ALTA Preliminary Commitment for Title Insurance (as hereinafter definedhereafter called the "Title Commitment") issued by a Ticor Title Insurance Company ("Title Company"), showing fee simple title to the Premises in Seller. Such Title Commitment shall specify all easements, liens, encumbrances, restrictions, conditions or covenants with respect to the Premises, and include copies of all documents referred to as exceptions to title. Promptly after receipt, Purchaser shall furnish Seller a date-down to copy of such Title Commitment and all such documents. If any exceptions appear in the Title Commitment discloses to which Purchaser objects, Purchaser shall, within twenty (20) days after the receipt of the Title Commitment, notify Seller in writing of its objections to title. Seller will then promptly undertake to eliminate or cure (i) any new Unpermitted Exceptions whichmortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed, including without limitation the release and discharge of the documents evidencing and securing a loan made to Seller by KeyBank National Association, (ii) any mechanic's lien, or (iii) involuntary encumbrances which may be discharged by the payment of money, or bonding in the aggregatelieu thereof (collectively, do not exceed $25,000 (each, a "Minor Unpermitted ExceptionVoluntary Encumbrances"), Seller shall, at Seller's expense, bond over, and may undertake to eliminate or cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down title objections other than Voluntary Encumbrances ("Non-Voluntary Encumbrances") to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptionsreasonable satisfaction of Purchaser. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above eliminate Non-Voluntary Encumbrances within five thirty (530) business days from the date after receipt of the date down to the Title Commitmentsuch notice, Purchaser may terminate this Agreement upon by written notice to Seller given within three ten (310) days after the expiration end of such five thirty (530) business day period; provided, however, and notwithstanding anything contained herein to whereupon Escrow Agent shall immediately repay the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by Deposit plus any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any accrued interest accrued thereon, shall be returned to Purchaser, and neither party the parties shall thereafter have no further rights or obligations pursuant to this Agreement except such obligations which expressly survive such termination. In lieu of such termination, if Seller does not elect to cure or eliminate any further liability such Non-Voluntary Encumbrance, Purchaser may elect to cure them at Purchaser's cost and expense, without any adjustment to the otherPurchase Price. Upon the elimination or cure of such title objections, except for those the Title Company shall issue to Purchaser a specimen of the ALTA Standard Form Owner's Title Insurance Policy to be issued to Purchaser at Closing (the "Specimen Policy"). Any easements, restrictions, covenants and obligations that specifically survive termination encroachments to which Purchaser has not objected, together with (a) such state of this Agreementfacts as are shown on an accurate survey of the Premises, (b) zoning and other laws and regulations affecting the Premises, and (c) liens for such taxes and special assessments as will not be, as of the Closing Date, due and payable, are hereafter referred to as "Permitted Exceptions."

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) ), or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 200,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 200,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to terminate this Agreement as a result of said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 IfSeller shall cause to be furnished to Buyer a current preliminary title report/title insurance commitment, together with copies of all underlying documents (collectively, "Title Insurance Commitment"), from Title Company and a copy of a boundary survey of the Parcel ("Survey") from Seller's files. Within ten (10) days after Buyer's receipt of both the Title Insurance Commitment and the Survey (provided, however, that such receipt by Buyer shall not be deemed to have occurred prior to Closing (as hereinafter definedthe Effective Date), a date-down Buyer shall give Seller and Title Company written notice of: (a) Buyer's objections, if any, to the Title Insurance Commitment discloses any new Unpermitted Exceptions whichand the Survey. In the event Buyer fails to deliver its objections within said ten (10) day period, Buyer shall be deemed to have approved the Title Insurance Commitment and Survey. Within five (5) days after Seller's receipt of Buyer's notice, Seller, in its sole discretion, shall provide Buyer with written notice of its election to either: (i) take the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Sellernecessary remedial actions to cure Buyer's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down objections prior to the Title Commitment discloses any new Unpermitted Exceptions whichClosing; or, in the aggregate(ii) decline to cure Buyer's objections. If, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title CommitmentSeller's receipt of Buyer's objections, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either casenotify Buyer of its election, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected not to take title subject cure Buyer's objections. In the event Seller provides Buyer with written notice of its election not to said Unpermitted Exceptioncure Buyer's objections, without any reduction Buyer shall give written notice to Seller and Title Company within five (5) days of its receipt of Seller's notice to either: (a) terminate this Agreement; or, (b) waive its objections to the items upon the Title Insurance Commitment and Survey that Seller has elected not to cure. If, by reason of Seller's non-response to Buyer's objections, Seller is deemed to have elected not to cure Buyer's objections, Buyer shall have the same remedies afforded it in the foregoing sentence; provided, however, Buyer must give its notice to waive or setoff against terminate not later than the Purchase Price as a result thereofeleventh (11th) day after the date that Seller receives Buyer's objections. If Purchaser In the event Buyer terminates this Agreement in accordance with the terms provisions of this Paragraph 5.1Paragraph, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party Buyer or Seller shall have any liability or further liability obligation to the otherother under this Agreement. If Buyer fails to give Seller and Title Company written notice of its election to terminate within the foregoing period, Buyer shall be deemed to have waived its objections. All matters reflected in the Title Insurance Commitment and Survey that Buyer does not object to or that Buyer approves shall be deemed "Permitted Exceptions", except for those covenants that any existing lien of mortgage or deed of trust encumbering the Parcel shall be paid at Closing by Seller and obligations that shall not be considered a Permitted Exception unless specifically survive termination of this Agreementdesignated as such by Buyer in writing.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller with the intention of preventing the sale (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this AgreementParagraph.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have three (3) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over (provided such bond discharges the lien against the Property), cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure (subject to the reasonable approval of Purchaser) against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding , or (ii) have the foregoingright, if but not the obligation, to bond over (provided such date down to bond discharges the Title Commitment discloses lien against the Property), cure and/or have any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure (subject to the approval of Purchaser in its sole discretion) against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said three (53) business days from day period or if Seller elects not to exercise its rights under clause (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) days after the expiration of such five said three (53) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third thirty party) (such acts being hereinafter referred to as "Intentional Acts") in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 15 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the delivery of the Survey discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shallshall have until the Closing Date, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit expense (except with respect to insure against loss or damage that may be occasioned by such Minor Partnership Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation), to bond over, cure and/or have such exceptions any Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, Purchaser shall not be obligated to close prior to the expiration of the aforementioned time period, unless Seller has bonded over, cured and or had the Unpermitted Exceptions removed from the Title Commitment or had the Title Insurer commit to insure against loss or damage that may be accessed by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any said Unpermitted Exception Exceptions removed or have the Title Insurer commit to insure as specified above on or before the Closing Date, Purchaser may, at its option, either (a) terminate this Agreement upon notice to Seller within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five Closing Date; or (5b) business day period; providedconsummate the subject transaction, however, and notwithstanding anything contained herein in which case Purchaser shall be entitled to a credit at closing equal to the contrary, if the sum of all Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as Exceptions of a result of the affirmative action of Seller (and not by any unrelated third party) definite or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 hereinascertainable amount. Absent notice from Purchaser to Seller in accordance with the preceding sentencethat it has elected to terminate this Agreement, Purchaser shall be deemed to have elected to take title subject to said Unpermitted ExceptionExceptions, without any reduction in or setoff against and shall be entitled to the Purchase Price as a result thereofaforesaid credit at closing. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties parties, and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each50,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able with the intention to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or prevent the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 sale of the Property in accordance with the terms hereof and Seller fails to expend such funds in either casehereof, then Seller shall reimburse Purchaser shall have the additional rights contained for Purchaser's verifiable third-party out-of-pocket expenses in Paragraph 14 hereinan amount not to exceed $50,000. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down 5.01 Seller shall convey title to the Title Commitment discloses any new Unpermitted Exceptions which, Real Property to Purchaser by a Limited Warranty Deed in the aggregate, do not exceed $25,000 form annexed hereto as Exhibit E (each, a herein the "Minor Unpermitted ExceptionDeed"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have assign all the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If title and interest of Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down in and to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, Leases and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned Security Deposits to Purchaser, and neither party Purchaser shall assume all the obligations and liabilities of Seller pursuant to the Leases by an Assignment and Assumption Agreement in the form annexed hereto as Exhibit F (the "Assignment and Assumption"), and sell all the Personal Property to Purchaser with a Xxxx of Sale in the form annexed hereto as Exhibit H (the "Xxxx of Sale"). Title to the Real Property shall be conveyed, and the Personal Property sold and conveyed in their "as-is ," "where-is" condition on the Closing Date, subject to the Leases and, upon Purchaser's approval thereof, to the encumbrances set forth in Exhibit G annexed hereto and made a part hereof (herein the Leases and said encumbrances referred to collectively, as the "Permitted Encumbrances"). Seller's conveyance shall be free and clear of all mortgages, mechanics and materialmen's liens, and other judgments or liens securing the payment of money ("Liens") provided that Seller is not required to remove and cure or bond over any such Liens in excess of $100,000 in the aggregate. Seller shall have any further liability up to thirty (30) days within which to take such action as Seller, Purchaser and Purchaser's title insurance company deem appropriate to clear or remove said Liens and the otherClosing shall be postponed for up to such thirty (30) days (the "Adjourned Closing Date"). It a Lien is incapable of being cured within a thirty (30) day period as set forth above, except such thirty (30) day period may be extended by Purchaser for those covenants and obligations that specifically survive termination of this Agreementso long as Seller continues to diligently pursue remedying the Lien.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure, cause the Title Insurer to insure over and/or have removed from the Title Commitment any such new Unpermitted Exceptions whichwhich can be bonded over, in cured, insured over by the aggregate, do Title Insurer and/or removed from the Title Commitment for an aggregate cost to Seller not to exceed $25,000 100,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure cure, cause the Title Insurer to insure over and/or have such exceptions removed from the Title Commitment or to have any Unpermitted Exceptions which can be bonded over, cured, insured over by the Title Insurer commit and/or removed from the Title Commitment for an aggregate cost to insure against loss Seller equal to or damage that may in excess of $100,000.00. In such event, the time of Closing shall be occasioned by such Unpermitted Exceptionsdelayed, if necessary, to give effect to said aforementioned time period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may may, as its sole remedy, elect to terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period, with all expenses of the Title Commitment and Survey to be paid by Seller regardless of the provisions of Paragraphs 3.1 and 3.2 above; provided, however, and notwithstanding anything contained herein to the contrary, if the new Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able fails to bond over, cure cure, insure over or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either casehereof, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said new Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, together Purchaxxx xxxether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 IfBuyer shall have approved those covenants, prior conditions, restrictions, rights of way, easements, reservations, and other matters of record disclosed in (i) the Title Commitment, (ii) the Exception Documents, and (iii) the Survey. Seller shall cause Title Insurer, promptly following the Effective Date of this Agreement, to Closing (as hereinafter defined), a date-down to issue the Title Commitment discloses and to deliver to Buyer copies of all Exception Documents and copies of all documents referenced in any new Unpermitted Exceptions whichrecorded memorandum, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, all at Seller's sole cost and expense. If Buyer disapproves of any matter disclosed in the Title Commitment, bond overBuyer shall notify Seller of such disapproval within thirty (30) days following receipt of the Title Commitment and all Exception Documents in legible form and the Survey, cure and/or and Seller shall have ten (10) days from receipt of such Minor Unpermitted Exceptions removed from disapproval to agree to attempt to remove the disapproved matter; provided however, if Buyer fails within such thirty (30) day period to approve any matter disclosed in the Title Commitment or have the Title Insurer commit Exception Documents, by written notice to insure against loss Seller and Escrow Holder, then such matter shall be deemed disapproved by Buyer. Seller's agreement to attempt to remove such disapproved items shall not be deemed an agreement by Seller to remove such disapproved items nor shall Seller's failure to remove such disapproved items, for any reason whatsoever, be considered or damage that may be occasioned deemed a default by such Minor Unpermitted ExceptionsSeller under, or a breach by Seller of, the terms of this Agreement. Notwithstanding the foregoingIf Seller is successful in removing all disapproved matters, if such date down to the Title Commitment discloses any new Unpermitted Exceptions whichand Exception Documents shall then be deemed approved, in the aggregate, equal or exceed $25,000, Seller and this contingency shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptionssatisfied. If Seller fails does not agree to bond overattempt to remove all disapproved matters, cure or if Seller is not successful in removing all disapproved matters, Buyer shall have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the earlier of (i) the date Seller notifies Buyer that Seller will not attempt to remove or cannot remove disapproved matters, or (ii) ten (10) days from the date of the date down Seller's receipt of Buyer's disapproval, if Seller does not agree to the Title Commitmentremove such disapproved matters, Purchaser may to either terminate this Agreement upon written notice or agree to accept title to the Project subject to the disapproved matters that Seller cannot, or will not, remove. If Buyer does not notify Seller in writing within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein period of its willingness to accept title to the contraryProject subject to those matters Seller cannot, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond overwill not, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either caseremove, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser Buyer shall be deemed to have elected to take terminate this Agreement. The exceptions to title subject that Buyer approves, or is deemed to said Unpermitted Exceptionhave approved, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates under this Agreement in accordance with SUBSECTION 4.1.1, and under the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereonSUBSECTION 4.1.2 below, shall be returned referred to Purchaseras "Permitted Title Exceptions"; provided, however, that notwithstanding any other provision of this SUBSECTION 4.1.1, or SUBSECTION 4.1.2 below, the Permitted Title Exceptions shall not include, and neither party Seller shall have remove at or before the Closing and shall cause the Project to be delivered free and clear of, any further liability to lien encumbering the otherProject that secures the payment of money, except for those covenants such as mechanic's and obligations that specifically survive termination materialmen's liens, and the liens of this Agreementdeeds of trust and mortgages, unless Buyer otherwise notifies Seller in writing.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment Commitment, the Existing Survey, or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however. In the event Seller elects not to exercise its right under clause (ii) of this Paragraph 5.1, and notwithstanding anything contained herein to the contraryif Purchaser, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost which Seller has elected not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either casecure, terminates this Agreement, then Seller shall, immediately upon demand by Purchaser, reimburse purchaser for all documented third-party costs and expenses incurred by Purchaser in connection with this Agreement, up to a maximum of $25,000. Such third party costs shall have include, without limitation, fees and expenses payable by Purchaser to its legal counsel, costs of third-party, tests and investigations obtained by Purchaser in its examination of the additional rights contained Property, and travel expenses incurred by Purchaser and its employees and agents in Paragraph 14 hereinconnection with Purchaser's examination of the Property. Absent notice from Purchaser to Seller in accordance with the preceding sentenceof Purchaser's election to terminate this Agreement as a result of an Unpermitted Exception, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of restore the Property, as more fully set forth in Paragraph 7, and Seller's obligation to reimburse Seller for expenses as set forth in this AgreementParagraph 5.1 above.

Condition of Title. 5.1 IfWithin 5 business days after the Effective Date, prior the Parties shall cause the Title Company to Closing deliver to Xxxxxx a preliminary title commitment covering the Property, including legible copies of all instruments described in the report (as hereinafter definedthe “Title Commitment”), a date-down to . Xxxxxx shall review the Title Commitment discloses and notify Seller within 10 business days after the later receipt of (a) the Title Commitment; and (b) the survey ordered by Xxxxxx at it sole cost and expense (the “Title Review Period”) which title matters are approved by Xxxxxx. Only non-delinquent general taxes, non-delinquent general assessments and those title matters that Xxxxxx expressly approves in writing shall be permitted exceptions (the “Permitted Exceptions”). In no event shall any new Unpermitted Exceptions which, monetary encumbrance or lien be a Permitted Exception; Seller must remove all of the same. Any exception in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have not expressly approved by Xxxxxx in writing during the Title Insurer commit to insure against loss or damage that may Review Period shall be occasioned by such Minor Unpermitted Exceptionsdeemed disapproved. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, 10 days after receiving Xxxxxx’x title disapproval notice or deemed disapproval to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If notify Xxxxxx if Seller fails to bond over, will cure or have remove any Unpermitted Exception removed matters disapproved or have the Title Insurer commit deemed disapproved by Xxxxxx. Failure of Seller to insure as specified above within five (5) business days from the date of the date down timely respond shall be deemed an election not to the Title Commitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day periodcure; provided, however, and notwithstanding anything contained herein to the contrarySeller shall remove all monetary encumbrances (e.g. deeds of trust, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of liens) prior to, or in conjunction with, Closing. If Seller (and not by any unrelated third party) elects or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected not to take title subject cure any objection of Xxxxxx, Xxxxxx may elect to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates terminate this Agreement in accordance with at any time prior to the terms of this Paragraph 5.1, this Agreement shall terminate without further action Feasibility Deadline and receive a refund of the parties Xxxxxxx Money, in which case Seller and Xxxxxx shall equally split the cost of all Earnest Money theretofore deposixxx xxxo fees due to the escrow by Purchaser, together with any interest accrued thereon, shall be returned to PurchaserTitle Company, and neither party the Parties shall have any no further liability to the otherrights or obligations under this Agreement, except for those covenants rights and obligations that specifically expressly survive any termination. If Xxxxxx agrees to cure any disapproved matter and fails to do so, then, in addition to Xxxxxx’x termination of rights above, Seller shall reimburse Xxxxxx for all costs incurred by Xxxxxx pursuant to this Agreement. Seller shall not allow any encumbrance or exception on the Property after Xxxxxx’x delivery of its title notice, without Xxxxxx’x express consent.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions ) removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination restore the Property, as more fully set forth in Paragraph 7. Notwithstanding anything to the contrary in this Section 5.1, Seller shall bond over, cure or remove, prior to or at Closing, any and all liens of this Agreementa definitive and ascertainable amount.

Condition of Title. 5.1 A. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment discloses or the Survey disclose an Unpermitted Exception (other than the current financing secured by the Property, which will be satisfied at Closing), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment to (i) bond over, cure and/or have any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Minor Unpermitted Exceptions at no additional premium to Purchaser, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equals or exceeds $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Unpermitted ExceptionsExceptions at no additional premium to Purchaser. The time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentenceterms hereof, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.15A, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 If(a) The Pomona Property shall be sold and conveyed at Settlement with good and marketable title, subject only to the Permitted Title Exceptions as hereinafter defined. After the Effective Date, Buyer shall order a title search from the Title Insurer, and direct the Title Insurer promptly to deliver to Buyer and Seller, a preliminary title commitment for an ALTA extended owner’s policy of title insurance with respect to the Pomona Property, together with complete and legible copies of all instruments and documents referred to as exceptions to title (the “Title Commitment”). Within two (2) days of the Effective Date, Seller shall deliver to Buyer a copy of any title work in its possession or under its direction or control for the Pomona Property. Within fifteen (15) days after receipt of the Title Commitment but, in any event, prior to Closing (the expiration of the Due Diligence Period, as hereinafter defineddefined in Section 9(a), a date-down Buyer shall give Seller notice of any title exceptions which adversely affect the Pomona Property and as to which Buyer reasonably objects. If any additional title exceptions are revealed after the Title Commitment discloses expiration of the Due Diligence Period, Buyer shall have five (5) days after notice thereof to reasonably object thereto. If, for any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception")reason, Seller shall, at Seller's expense, bond over, cure and/or have is unable or unwilling to take such Minor Unpermitted Exceptions actions as may be required to cause such exceptions to be removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000Commitment, Seller shall have give Buyer notice thereof; it being understood and agreed that the right, but failure of Seller to give such notice within ten (10) days after Buyer’s notice of objection shall be deemed an election by Seller not the obligation, to bond over, cure and/or have remedy such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptionsmatters. If Seller fails shall be unable or unwilling to bond overremove any title defects to which Buyer has reasonably objected, cure or have any Unpermitted Exception removed or have the Title Insurer commit Buyer may elect (i) to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, Purchaser may terminate this Agreement upon Agreement, or (ii) to consummate the transactions contemplated hereby, notwithstanding such title defects and/or title exceptions, without any abatement or reduction in the Purchase Price on account thereof in which such defects and/or title exceptions (both objected to and not objected to by Buyer) shall be considered Permitted Title Exceptions. Buyer shall make any such election by written notice to Seller within three (3) days after given on or prior to the expiration of such five (5) fifth business day period; provided, however, and notwithstanding anything contained herein after Seller’s notice of its inability or unwillingness to the contrary, if the Unpermitted Exception which gives rise cure such defect. Failure of Buyer to Purchaser's right give such notice shall be deemed an election by Buyer to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 proceed in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreementclause (ii) above.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) days after the expiration of such five said thirty (530) business day period; period provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Xxxxxxx Money theretofore deposixxx xxxo deposited into the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 75,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $75,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 75,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 75,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentencethis Paragraph 5.1, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or a date-down to the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each50,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five said thirty (530) business days from day period or if Seller elects not to exercise its rights under (ii) in the date of the date down to the Title Commitmentpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, no obligation to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions and Purchaser shall have no obligation to accept title insurance over such Unpermitted Exception. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above within five (5) business days from the date of the date down to the Title Commitment, or if Seller offers to insure over any new Unpermitted Exceptions which, in the aggregate equal or exceed $25,000 but Purchaser refuses to accept insurance over such Unpermitted Exception, Purchaser may terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller with the intention of preventing the sale (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposixxx xxxo the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement.