Common use of Title and Survey Review Clause in Contracts

Title and Survey Review. (j) Purchaser shall have until 5:00 p.m. Central Time on the Title Notice Date to provide written notice (the “Title Notice”) to Seller and the Title Company of any matters shown on the PTR and/or the Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Property as shown on the PTR and the Survey, subject only to Seller’s obligations set forth in Section 6.2(d). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligations, or otherwise to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response Date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period to (i) deliver a Termination Notice to Seller and Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement, or (ii) waive any such objection to the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a).

Title and Survey Review. (ja) Prior to the execution and delivery hereof, Purchaser has caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property dated with an effective date of August 16, 2016 (the “PTR”), and copies of all underlying title documents described in the PTR. Purchaser shall have until 5:00 p.m. Central Time on November 5, 2016 (the “Title Notice Date Date”) to provide written notice (the “Title Notice”) to Seller and the Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller Purchaser has not received delivered such written notice from Purchaser to Seller by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Real Property as shown on the PTR and Improvements and the Updated Survey, subject only to Seller’s obligations set forth in Section 6.2(d)6.2(c) below. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. If To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the date which is two (2) Business Days following delivery to Seller of the Title Response DateNotice, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall undertake to cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the final Title PolicyPolicy in form approved by Purchaser) (“Seller’s Response”). If Seller delivers Seller’s Response electing to cure any title objections identified in the Title Notice, then Seller shall cure such objections identified in Purchaser’s notification prior to the Closing Date. If Seller does not deliver a Seller’s Response prior to the Title Response Datesuch date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period Contingency Date to (i) deliver a Termination Notice to Seller and Title Company written notice terminating this Agreement, in which event Title Company shall, within three Agreement (3) Business Days following receipt of such “Termination Notice, return the Earnest Xxxxx Xeposit ”) to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementSeller, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted ExceptionsExceptions for all purposes hereof). If Purchaser does not deliver to Seller and Title Company have not received written notice from Purchaser a Termination Notice by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR and the Updated Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a).

Title and Survey Review. Prior to the Effective Date, Seller delivered to Purchaser (ji) a current title commitment (the “Preliminary Title Commitment”) issued by the Title Company, in the aggregate amount of the Purchase Price, with Purchaser as the proposed insured, together with legible copies of all documents of record referred to in the Preliminary Title Commitment as exceptions to title to the Property (the “Exception Documents”), and (ii) a copy of Seller’s existing survey of the Property (“Survey”). Purchaser shall have the option, at Purchaser’s sole cost and expense, to obtain an update to the Survey or an updated survey of the Property. Purchaser shall have until 5:00 6:00 p.m. Central Time Houston, Texas time on the Title Notice Date to provide written notice November 25, 2014 (the “Title Review Period”) to deliver to Seller in writing any objection Purchaser has to any exception or matter contained in the Preliminary Title Commitment or the Survey (“Objections”). If Purchaser fails to give written notice of Purchaser’s Objections to Seller prior to the expiration of the Title Review Period, then all exceptions to title shown on Schedule B of the Preliminary Title Commitment and all matters shown on the Survey shall be deemed to be approved by Purchaser and shall be deemed to be Permitted Exceptions (as hereinafter defined). If Purchaser has timely notified Seller in writing of Purchaser’s Objections to the Preliminary Title Commitment or the Survey, then Seller shall have a period of three (3) business days following the receipt of the Objections (the “Notice Period”) in which to give written notice (“Seller’s Title Cure Notice”) to Purchaser of Seller’s intention to satisfy or not satisfy the Objections prior to Closing; provided, however, Purchaser acknowledges that Seller and the Title Company has no obligation to satisfy any of any matters shown on the PTR and/or the Survey which are not satisfactory to Purchaser’s Objections, other than Mandatory Cure Items (as hereinafter defined). If Seller has fails to timely give Purchaser the Seller’s Title Cure Notice, or if Seller notifies Purchaser in writing during the Notice Period that Seller will not received such satisfy the Objections prior to Closing, then, in either event, Purchaser shall have the option, by written notice from to Seller prior to the expiration of the Inspection Period, to either (y) waive the unsatisfied Objections, in which event those unsatisfied Objections shall become Permitted Exceptions, or (z) terminate this Contract. If Purchaser by does not timely elect to terminate this Contract pursuant to the Title Notice Dateterms of this Section 3.1, then Purchaser shall be deemed to have unconditionally approved of waived any unsatisfied Objection and any such unsatisfied Objection shall become a Permitted Exception; provided, however, in all events Seller shall be obligated to cause to be released on or before Closing, (i) all Schedule C matters applicable to Seller contained in the condition of title Preliminary Title Commitment, (ii) all items Seller agrees to the Property as shown on the PTR and the Survey, subject only to cure in Seller’s obligations set forth in Section 6.2(d). Except as expressly provided hereinTitle Cure Notice, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligations, or otherwise to cure any title objectionsand (iii) all Mandatory Cure Items. If Purchaser timely delivers a Title Noticeelects to terminate this Contract pursuant to this Section 3.1, then in such event, the Xxxxxxx Money shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations, one to the other, with respect to the subject matter of this Contract. The Property shall be conveyed free and clear of monetary liens, security interests, and claims of liens or security interests (other than the lien for non-delinquent taxes or assessments or liens caused by the actions or inactions of a Tenant that are the responsibility of such Tenant under its Lease), and Seller shall deliverremove at Closing all such liens and security interests (collectively, no later than 5:00 p.m. Central Time the “Mandatory Cure Items”), irrespective of whether Purchaser raises same as an Objection or a New Objection (defined below). The term “Permitted Exceptions” means those specific exceptions in the Preliminary Title Commitment or shown on the Survey as of the end of the Inspection Period other than those that Purchaser has objected to and Seller is required or has agreed in writing to remove, any real estate taxes not yet due and payable and the standard pre-printed exceptions required by the State of Texas Department of Insurance. Notwithstanding anything herein to the contrary, if the Preliminary Title Response DateCommitment or Survey is re-issued or updated after the Title Review Period, written notice Purchaser shall have the right to object (each, a “New Objection”) to any additional matter disclosed or contained in any such update that was not shown in the Preliminary Title Commitment, was not consented to by Purchaser and Title Company identifying which disapproved itemsadversely affects in any way the ownership, if anyuse or operation of, Seller shall cure or title to, the Property (by either having notwithstanding the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part passage of the Title Policy) (“Seller’s Response”Inspection Period). If Seller does not deliver is unable or unwilling to cause any such New Objection to be removed or bonded over within the lesser of five (5) days following receipt by Seller of a Seller’s Response prior to New Objection or the Title Response Closing Date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period right either to (i) deliver a Termination Notice waive such New Objection and proceed to Seller and Title Company terminating this Agreement, Closing without any adjustment in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementPurchase Price, or (ii) waive any such objection terminate this Contract, in which event the Xxxxxxx Money shall be returned to Purchaser, and Seller and Purchaser shall have no further obligations, one to the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Dateother, such failure shall be deemed Purchaser’s waiver of all such objections with respect to the PTR and the Survey. Purchaser and Seller acknowledge subject matter of this Contract, other than those items that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate expressly survive this Agreement under this Section 6.2(a)Contract.

Title and Survey Review. 27. Seller shall cause the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property (jthe “PTR”), and copies of all underlying title documents described in the PTR not later than the date which is two (2) Business Days following the Effective Date. Purchaser shall have until 5:00 p.m. Central Time on the date which is forty-five (45) days following the Effective Date (the “Title Notice Date Date”) to provide written notice (the “Title Notice”) to Seller and the Title Company of any matters shown on the PTR PTR, the Existing Surveys and/or the Survey New Surveys which are not satisfactory to Purchaser. If Seller has not received such written notice the Title Notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of specific exceptions to title to the Property as shown on expressly provided in the PTR and all matters revealed in the Survey, subject only to Seller’s obligations set forth in Section 6.2(d)Existing Surveys and/or New Surveys. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. If To the extent Purchaser timely delivers a the Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the date which is five (5) days following receipt of the Title Response DateNotice, written notice to Purchaser and the Title Company identifying which disapproved items, if any, Seller shall be obligated to cure by Closing (by either having the same removed as an exception in the PTR or by otherwise obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the final Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response Datesuch date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period Contingency Date to (i) deliver a Termination Notice to Seller and the Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt case Purchaser shall be entitled to return of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementXxxxxxx Money Deposit, or (ii) waive any such objection to the PTR and PTR, the Survey Existing Surveys, and/or the New Surveys (whereupon such objections shall be deemed Permitted ExceptionsExceptions for all purposes hereof). If Seller and the Title Company have not timely received written notice a Termination Notice from Purchaser, Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of to have waived all such objections to the PTR and PTR, the Survey. Purchaser and Existing Surveys and/or New Surveys that Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right did not agree to terminate this Agreement under this Section 6.2(a)cure by Closing.

Title and Survey Review. Sellers, at Sellers' sole cost and expense, shall, within five (j5) days after the date hereof, deliver to Purchaser a commitment for Title Insurance or a Commitment to Insure (the "COMMITMENT") dated no earlier than the date hereof, issued by Chicago Title Insurance Company (the "TITLE COMPANY") through its agent American Title Company, 1000 Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx 00000 (phone: 817-335- 5741, fax: 800-000-0000) (Attn: Ms. JxXxxx Cloud) (the "ESCROW AGENT"), showing (i) title to the Phase I Property to be good and indefeasible and vested in Verandah Condominiums (hereafter defined) and (ii) title to the Remainder to be good and indefeasible and vested in the Partnership, both together with true, correct and legible copies of all items and documents referred to on Schedule B therein. Seller has delivered to Purchaser a Survey (the "SURVEY") of the Phase I Property and the Remainder, prepared by Lxxxxx & Associates, Inc., and dated October 15, 1996. Purchaser shall have until 5:00 p.m. Central Time on ten (10) business days after receipt of the Title Notice Date Commitment and copies of the exception documents to provide written notice (examine the “Title Notice”) to Seller condition of title and the Title Company of any matters Survey and approve or disapprove the same. Those items listed in the Commitment or shown on the PTR Survey and not disapproved of by Purchaser or waived by Purchaser's failure to timely terminate this Agreement as hereinafter provided shall be referred to as the "PERMITTED EXCEPTIONS". In the event that Purchaser disapproves of all or any item referred to in the Commitment or shown on the Survey, Sellers shall have a period of ten (10) business days after receipt of Purchaser's written notice of title and/or survey objections within which they may, but without obligation, cure or remove such exceptions provided, however, Sellers shall, as of the Survey Closing (or at Sellers' expense cause the Partnership to do the same), pay, discharge, bond around or otherwise cause to be released any liens which are Cure Items (hereinafter defined). In the event Sellers fail or refuse to, or at Sellers' expense cause the Partnership to, cure all of such items within such ten (10) business day cure period, or in the event that Sellers notify Purchaser (the "CURE NOTICE") of which items they will cure (the "CURE ITEMS") and which items they will not satisfactory cure, Purchaser shall have the right, exercisable within five (5) days after the earlier of (i) the expiration of said ten (10) business day cure period or (ii) receipt of Sellers' Cure Notice indicating that Sellers will not cure all of Purchaser's objections, to Purchaserterminate this Agreement, whereupon the parties hereto shall be released from all obligations hereunder except obligations which expressly survive the termination hereof. If Seller has Purchaser shall not received such written notice from so terminate, Sellers shall cure, or cause the Partnership to cure, all Cure Items and shall deliver the Partnership Interests with the Partnership owning title in its existing condition with the Cure Items having been cured and Purchaser shall, by failing to timely terminate this Agreement within the Title Notice Datetime period set forth above, Purchaser shall be deemed to have unconditionally approved waived any objections to such title which have not been cured except as to any uncured Cure Item and warranties contained in the documents of conveyance, and all such waived objections shall constitute Permitted Exceptions for purposes hereof. In connection with addressing any of Purchaser's objections as provided for in this Section 2.3 above, Sellers agree to have the Survey updated to a date not earlier than the date of Purchaser's comment letter and to correct the certification so the same is certified in favor of the condition of title to the Property as shown on the PTR and the SurveyPartnership, subject only to Seller’s obligations set forth in Section 6.2(d). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligationsPurchaser, or otherwise any assignee and/or lender of Purchaser identified to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response Sellers prior to the Title Response Date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period to such time (i) deliver a Termination Notice to Seller and Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement, or (ii) waive any such objection to the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed currently being certified in favor of Purchaser’s waiver of all such objections to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a's general partner).

Title and Survey Review. (j) Purchaser shall have until 5:00 p.m. Central Time on Without limiting Section 4 hereof, Buyer may, at Buyer's discretion, disapprove of anything contained or referenced in the Title Notice Date to provide PTR, any of the PTR Exceptions, the Updated PTR, if any, the Survey and/or the Updated Survey, if any, by delivering written notice (the “"Title Notice”") thereof to Seller and no later than fifteen calendar days prior to expiration of the Due Diligence Period. The Title Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). Upon receipt of the Title Company Notice, Seller may, at its option, either: (i) notify Buyer in writing delivered to Buyer no later than five calendar days prior to expiration of any matters shown on the PTR and/or Due Diligence Period, that Seller intends to cure or otherwise remove from title the Survey Title Defect prior to Closing; or (ii) notify Buyer in writing, delivered to 3102/001/106725 Buyer no later than five calendar days prior to expiration of the Due Diligence Period, that Seller shall not or cannot cure or otherwise remove from title the Title Defect, in which are not satisfactory event Buyer shall either elect to Purchaser. If Seller has not received such written notice from Purchaser by deliver the Termination Notice pursuant to Section 4(e) hereof or be deemed to have rescinded the Title Notice Date, Purchaser as to the Title Defect. Seller's failure to deliver either such notice to Buyer within the prescribed time period shall be deemed to have unconditionally approved of be notice that Seller shall not or cannot cure or otherwise remove the condition of Title Defect. If Seller fails to cure or remove from title any Title Defect that Seller has agreed to the Property as shown on the PTR and the Survey, subject only cure or remove prior to Seller’s obligations set forth in Section 6.2(d). Except as expressly provided hereinClosing, Seller shall have no obligation whatsoever not be deemed to expend any funds, to undertake any obligations, or otherwise to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller be in default under this Agreement and Buyer's sole and exclusive remedy shall deliver, no later than 5:00 p.m. Central Time on be the Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in waiver of its reasonable discretion over the same as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior rights with respect to the Title Response DateDefect or termination of this Agreement and refund of the Deposits pursuant to Section 7 hereof. As used in this Section 3, the term "remove" shall mean that Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period to (i) deliver a Termination Notice take such actions as may be necessary to Seller and eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementDefect, or (ii) waive any such objection to cause the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections (as defined below) to the PTR and the Survey. Purchaser and Seller acknowledge that remove the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right Defect as an exception to terminate this Agreement under this Section 6.2(a)title in Buyer's Title Policy (as defined below) or to insure against the same.

Title and Survey Review. Bxxxx shall, during the Inspection Period, review title and survey matters. Buyer shall cause to be prepared for its behalf title insurance commitments, including such affirmative insurance and endorsements as Buyer may desire from the Title Company. Buyer may also cause to be prepared an ALTA/ACSM as built survey of the Real Property, certified to Buyer and the Title Company. Such title commitment and survey and documents on file with the Town Clerk’s office of the Town of Smithfield being referred to as “Title Evidence”. On or before 5:00 pm ET on December 12, 2022, Buyer will make such written objections (j“Title Objections”) Purchaser to the form and/or contents of the Title Evidence as Buyer may wish. Bxxxx’s failure to make Title Objections with respect to a particular matter within such time period will constitute a waiver of Title Objections with respect to a particular matter. Any matter shown on such Title Evidence and not objected to by Buyer shall be a “Permitted Exception” hereunder. Seller will have until 5:00 p.m. Central Time pm ET on December 15, 2022 to respond to Buyer’s Title Objections with those items Seller shall elect to cure. Seller will have until the Closing, if Seller so elects in Seller’s sole discretion, to cure such identified Title Objections, and shall use reasonable efforts to cure any identified Title Objections, other than liens of an ascertainable amount that encumber the Property (“Monetary Liens”) which Monetary Liens Seller shall remove or cure by payment of funds from Closing. Seller shall remove any encumbrances or exceptions to title which are created by, through or under Seller after the date of the Title Notice Date to provide written notice (the “Title Notice”) to Seller Insurance Commitment and the Title Company of any matters shown on the PTR and/or the Survey which are not satisfactory consented to Purchaserby Buyer under the terms hereof. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed entitled to have unconditionally approved one (1) extension of the condition of title Closing Date (not to the Property as shown on the PTR and the Surveyexceed thirty (30) days), subject only to Sellerexercisable upon one (1) business day’s obligations set forth in Section 6.2(d). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligations, or otherwise to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the Title Response Date, advance written notice to Purchaser and Buyer, to allow additional time for Seller to remove any Title Company identifying Objections which disapproved items, if any, Seller are not Permitted Exceptions. Buyer shall cure (by either having have the same removed or by obtaining affirmative insurance right to Purchaser’s satisfaction a dollar-for-dollar adjustment under Article 3 in its reasonable discretion over favor of Bxxxx in the same as part amount of any Monetary Liens which are unsatisfied on the Closing Date. If the Title Policy) (“Seller’s Response”). If Seller does Objections are not deliver a Seller’s Response cured prior to Closing, Buyer will have the Title Response Date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period option as its sole and exclusive remedies to (i) deliver a Termination Notice to Seller and Title Company terminating terminate this Agreement, in which event the Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return is hereby required to deliver the Earnest Xxxxx Xeposit Escrowed Amount to Purchaser the Buyer in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties Deposit Escrow Agreement and this Agreement shall have no further rights or obligations be null and void without recourse to one another under this Agreementeither party hereto, or (ii) waive proceed to close with a reduction in the Purchase Price for any such objection Title Objections uncured by Seller. Notwithstanding anything contained herein to the PTR and contrary, other than the Survey (whereupon such objections clearance of Monetary Liens, Seller shall not be deemed Permitted Exceptions). If Seller and obligated to clear or expend money to dispose of Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections Objections or to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right undertake any legal action to terminate this Agreement under this Section 6.2(a)do so.

Title and Survey Review. (ja) Prior to the execution and delivery hereof, Sellers have, at their own cost, caused the Title Company to furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property having an effective date of November 9, 2021 (the “Updated Title Commitment”) and copies of all underlying title documents described in the Updated Title Commitment. Purchaser shall have until 5:00 p.m. Central Time on the date which is ten (10) Business Days following the Effective Date (the “Title Notice Date Date”) to provide written notice (the “Title Notice”) to Seller Sellers and the Title Company of any title matters shown on the PTR Updated Title Commitment and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has Sellers have not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Property as shown on set forth in the PTR Updated Title Commitment and the Updated Survey, subject only to Seller’s Sellers’ obligations set forth in Section 6.2(d)6.2(c) below. Except as expressly provided herein, Seller Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. If To the extent Purchaser timely delivers a Title Notice, then Seller Sellers shall deliver, no later than 5:00 p.m. Central Time on the date which is five (5) days following receipt of the Title Response DateNotice, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller Sellers shall undertake to cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the final Owner Title Policy) (“Seller’s Sellers’ Response”). If Seller does Sellers do not deliver a Seller’s Sellers’ Response prior to the Title Response Datesuch date, Seller Sellers shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller electsSellers elect, or is are deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period Final Contingency Date to (i) deliver a written notice (a “Termination Notice Notice”) to Seller Sellers and Title Company terminating this Agreement, Agreement as set forth in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementSection 5.4 above, or (ii) waive any such objection to title to the PTR and the Survey Real Property (whereupon such objections shall be deemed Permitted ExceptionsExceptions for all purposes hereof). If Seller Sellers and Title Company have not received written notice from Purchaser by the Final Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR Updated Title Commitment and the Updated Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a).

Title and Survey Review. (j) If Purchaser shall have until 5:00 p.m. Central Time on is not satisfied with the matters disclosed in the Title Notice Date Commitment or Survey (including all documents underlying the status of title including, without limitation, any exceptions identified in the Title Commitment and the Survey), then Purchaser shall, if it desires, be entitled to provide give written notice (the “Title Defect Notice”) to Seller and on or before the end of the thirtieth (30th) calendar day from the date the Title Company delivered the Title Commitment to Purchaser of any objectionable matters shown on (the PTR and/or “Objections”). If Purchaser fails to timely deliver the Survey which are not satisfactory Defect Notice, all exceptions (other than the standard printed exceptions committed to be deleted) disclosed in the Title Documents shall become “Permitted Matters.” If Purchaser delivers a Defect Notice within the time period provided, Seller may elect to: (i) cure or, if applicable and reasonably acceptable to Purchaser, cause the Title Company to insure against or endorse over such Objections at any time prior to Closing or (ii) take no action with regard thereto. If Seller has not received such shall give Purchaser written notice of Seller’s election within five (5) days after Seller’s receipt of a Defect Notice from Purchaser by the Title Notice Date, Purchaser Purchaser. Seller’s failure to provide such a notice within five (5) days shall be deemed to have unconditionally approved of the condition of title to the Property as shown on the PTR and the Survey, subject only to be Seller’s obligations set forth in Section 6.2(d). Except as expressly provided herein, Seller shall have notice that it will take no obligation whatsoever action with respect to expend any funds, to undertake any obligations, or otherwise to cure any title objectionsmatters which are the subject of Purchaser’s Objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall is dissatisfied with Seller's cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response Date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, election not to remove or otherwise cure an exception disapproved in Purchaser’s Title Noticecure, Purchaser shall have until the expiration of the Property Approval Period to may either (i) deliver a Termination Notice elect to Seller waive such Objection and Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit proceed to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementClosing, or (ii) waive terminate this Agreement by delivering written notice to Seller within five (5) days of receiving notice of Seller’s election (or of the end of Seller’s period in which to so elect if no election is made by Seller) in which event Purchaser shall receive the entirety of the Deposit then held by Title Company, including any such objection interest accrued thereon, and the Agreement shall terminate and the Parties shall be relieved of any further liability or obligation hereunder except to the PTR and the Survey (whereupon extent otherwise provided herein to survive termination. Purchaser’s failure to timely elect to waive such objections Objection(s) in writing shall be deemed Purchaser’s election to terminate. The Property shall be conveyed to Purchaser by Seller subject to the Permitted Exceptions)Matters. If Seller elects to cure any Objection, using commercially reasonable, good faith efforts, and Title Company have not received written notice from Purchaser by is unable to effect such cure or otherwise fails to do so prior to the Contingency Closing Date, such failure shall not be deemed Purchaser’s waiver of all such objections to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivereda default under this Agreement, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a)shall have the same remedies that are available for the failure of a condition not within Seller’s control.

Title and Survey Review. (j) Purchaser shall have until 5:00 p.m. Central Time on If the Title Notice Date to provide written notice (the “Title Notice”) to Seller and the Title Company of any Commitment or Survey shows matters shown on the PTR and/or the Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall give Seller written notice thereof within thirty (30) days following the last to be deemed to have unconditionally approved received by Purchaser of the condition of title Title Commitment or Survey, and shall state in writing its objection to the Property as shown on same. Failure to give such notice within said thirty (30) day period shall constitute approval of the PTR Title Commitment and the Survey. Seller agrees, subject only at or before Closing, to Seller(i) satisfy or pay all mortgages, deeds of trust, security agreements, financing statements, conditional assignments, or other instruments by which Seller has granted the Property or any part thereof as collateral and (ii) remove from title any mechanics, materialmen and laborer’s obligations set forth in Section 6.2(d)liens affecting the Property. Except as expressly provided hereinSubject to the foregoing, within thirty (30) days after receipt of such objections, Seller shall have no obligation whatsoever to expend any fundsthe right, to undertake any obligationsbut shall not be obligated, or otherwise to cure any title objections. If Purchaser timely delivers a Title NoticeSeller shall fail within such thirty (30) day period to cure or commit to cure such objections, then Seller shall deliverPurchaser may elect, no later than 5:00 p.m. Central Time on the Title Response Date, by written notice to Purchaser and Title Company identifying which disapproved itemsSeller, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response Date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period to to: (i) deliver terminate this Agreement and receive a Termination Notice to refund of the Exxxxxx Money, upon which termination Seller and Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under pursuant to this Agreement, Agreement except those obligations herein that specifically survive the termination of this Agreement or (ii) waive all title defects which Seller is unwilling to cure and proceed with Closing hereunder as if said title defects did not exist. Closing may be extended for up to 30 days in order for Seller to cure any such objection title or survey defect which it has committed to the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a)cure.

Title and Survey Review. (j) Purchaser shall have until 5:00 p.m. Central Time on Without limiting Section 4 hereof, Buyer may, at Buyer's discretion, disapprove of anything contained or referenced in the Title Notice Date to provide PTR, any of the PTR Exceptions, the Updated PTR, if any, the Survey and/or the Updated Survey, if any, by delivering written notice (the “"Title Notice”") thereof to Seller and no later than fifteen calendar days prior to expiration of the Due Diligence Period. The Title Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). Upon receipt of the Title Company Notice, Seller may, at its option, either: (i) notify Buyer in writing delivered to Buyer no later than five calendar days prior to expiration of any matters shown on the PTR and/or the Survey which are not satisfactory Due Diligence Period, that Seller intends to Purchaser. If Seller has not received such written notice cure or otherwise remove from Purchaser by title the Title Defect prior to Closing; or (ii) notify Buyer in writing, delivered to Buyer no later than five calendar days prior to expiration of the Due Diligence Period, that Seller shall not or cannot cure or otherwise remove from title the Title Defect, in which event Buyer shall either elect to deliver the Acceptance Notice Datepursuant to Section 4(e) hereof, Purchaser (in which event, Buyer shall be deemed to have unconditionally approved of the condition of title to the Property as shown on the PTR and the Survey, subject only to Seller’s obligations set forth in Section 6.2(d). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligations, or otherwise to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on rescinded the Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same Notice as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response DateDefect), Seller or be deemed to have terminated this Agreement pursuant to Section 4(e) hereof. Seller's failure to deliver either such notice to Buyer within the prescribed time period shall be deemed to have elected to be notice that Seller shall not remove or cannot cure or otherwise cure any exceptions disapproved by Purchaserremove the Title Defect. If Seller electsfails to cure or remove from title any Title Defect that Seller has agreed to cure or remove prior to Closing, or is Seller shall not be deemed to have elected, not be in default under this Agreement and Buyer's sole and exclusive remedy shall be the waiver of its rights with respect to remove the Title Defect or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration termination of this Agreement and refund of the Property Approval Period Deposits pursuant to Section 7 hereof. As used in this Section 3, the term "remove" shall mean that Seller shall (i) deliver a Termination Notice take such actions as may be necessary to Seller and eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementDefect, or (ii) waive any such objection to cause the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections (as defined below) to the PTR and the Survey. Purchaser and Seller acknowledge that remove the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right Defect as an exception to terminate this Agreement under this Section 6.2(a)title in Buyer's Title Policy (as defined below) or to insure against the same.

Title and Survey Review. (jd) Purchaser shall cause the Title Company to promptly furnish or otherwise make available to Purchaser a preliminary title commitment for the Real Property (the “PTR”), and copies of all underlying title documents described in the PTR. Purchaser shall have until 5:00 p.m. Central Time on December 16, 2013 (the “Title Notice Date Date”) to provide written notice (the “Title Notice”) to Seller and the Title Company of any matters shown on the PTR and/or the Updated Survey which are not satisfactory to Purchaser. If Seller has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Property as shown on the PTR and the Updated Survey, subject only to Seller’s obligations set forth in Section 6.2(d)6.2(c) below. Except as expressly provided herein, Seller shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. If To the extent Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the Title Response DateDecember 18, 2013, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall undertake to cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the final Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response Datesuch date, Seller shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until 5:00 p.m. Pacific time on the expiration of the Property Approval Period Contingency Date to (i) deliver a written Termination Notice terminating this Agreement to Seller and Title Company terminating this Agreement, Agreement as set forth in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementSection 5.4, or (ii) waive any such objection to the PTR and the Updated Survey (whereupon such objections shall be deemed Permitted ExceptionsExceptions for all purposes hereof). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver termination of this Agreement, unless Purchaser has delivered an Approval Notice under Section 5.4, in which case Purchaser shall be deemed to have waived of all such objections to the PTR and the Updated Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a).

Title and Survey Review. (j) Purchaser shall have until 5:00 p.m. Central Time on Without limiting Section 4 hereof, Buyer may, at Buyer's discretion, disapprove of anything contained or referenced in the Title Notice Date to provide PTR, any of the PTR Exceptions, the Updated PTR, if any, the Existing Survey and/or the Updated Survey, if any, by delivering written notice (the “"Title Notice”") thereof to Seller and no later than twenty calendar days prior to expiration of the Due Diligence Period. The Title Notice shall specify in detail the disapproved item(s) (the "Title Defect") along with Buyer's reasons for disapproving the item(s). Upon receipt of the Title Company Notice, Seller may, at its option, either: (i) notify Buyer in writing delivered to Buyer no later than ten calendar days prior to expiration of any matters shown on the PTR and/or the Survey which are not satisfactory Due Diligence Period, that Seller intends to Purchaser. If Seller has not received such written notice cure or otherwise remove from Purchaser by title the Title Defect prior to Closing; or (ii) notify Buyer in writing, delivered to Buyer no later than ten calendar days prior to expiration of the Due Diligence Period, that Seller shall not or cannot cure or otherwise remove from title the Title Defect, in which event Buyer shall either elect to deliver the Acceptance Notice Date, Purchaser pursuant to Section 4(e) hereof (in which event Buyer shall be deemed to have unconditionally approved of the condition of title to the Property as shown on the PTR and the Survey, subject only to Seller’s obligations set forth in Section 6.2(d). Except as expressly provided herein, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligations, or otherwise to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on rescinded the Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same Notice as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response DateDefect), Seller or be deemed to have terminated this Agreement pursuant to Section 4(e) hereof. Seller's failure to deliver either such notice to Buyer within the prescribed time period shall be deemed to have elected to be notice that Seller shall not remove or cannot cure or otherwise cure any exceptions disapproved by Purchaserremove the Title Defect. If Seller electsfails to cure or remove from title any Title Defect that Seller has agreed to cure or remove prior to Closing, or is Seller shall not be deemed to have elected, not be in default under this Agreement and Buyer's sole and exclusive remedy shall be the waiver of its rights with respect to remove the Title Defect or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration termination of this Agreement and refund of the Property Approval Period Deposits pursuant to Section 7 hereof. As used in this Section 3, the term "remove" shall mean that Seller shall (i) deliver a Termination Notice take such actions as may be necessary to Seller and eliminate (of record or otherwise, as appropriate) the claim giving rise to the particular Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this AgreementDefect, or (ii) waive any such objection to cause the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections (as defined below) to the PTR and the Survey. Purchaser and Seller acknowledge that remove the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right Defect as an exception to terminate this Agreement under this Section 6.2(a)title in Buyer's Title Policy (as defined below) or to insure against the same.

Title and Survey Review. (j) Purchaser Buyer shall have until 5:00 p.m. Central Time on a period of ten (10) days after receipt of the Title Notice Date to provide written notice Commitment, Title Documents and the Survey (the “Title Review Period”), to notify Seller in writing of any objections (“Title Objections.”) to any matters reflected in the Title Commitment and/or Survey (the “Objection Notice”). If Buyer fails to deliver an Objection Notice prior to the end of the Title Review Period, then Buyer will be deemed to have accepted all such exceptions to title and all other matters shown on the Title Commitment and Survey and such exceptions and matters shall be included in the term “Permitted Exceptions” (as defined herein). If Buyer delivers an Objection Notice to Seller, Seller may, within ten (10) days after receipt of the Objection Notice, notify Buyer that (a) Seller will attempt to cure and remove Title Objections prior to the Closing Date or (b) Seller elects not to cause such exceptions (including Survey matters objected to by Buyer) to be removed. If after the expiration of such ten-day period, Seller has not responded to the Objection Notice, Seller will be deemed to have elected to proceed in accordance with clause (b), i.e., to take no action with respect to Buyer’s Title Objections. Seller shall have no obligation to remove, satisfy or cure any Title Objections, except for liens voluntarily created by Seller that secure monetary obligations of Seller, judgment liens and delinquent real property taxes and assessments (the “Monetary Liens”), which Seller agrees to remove on or before Closing. For this purpose, Seller shall be entitled to a reasonable extension of the Closing Date if additional time is required, but in no event shall the extension extend for more than thirty (30) days. If Seller elects (or is deemed to have elected) not to cure such Title Objections, Buyer shall have ten (10) business days after the expiration of Seller’s ten-day response period, but in no event later than the expiration of the Feasibility Period, to either (i) terminate this Agreement by delivering written notice to Seller and the Title Company, whereupon the Title Company of shall deliver the Deposit and any matters shown on other amounts refundable herein, together with any interest thereon to Buyer less the PTR and/or Independent Consideration, and Seller’s obligation to sell and Buyer’s obligation to purchase the Survey Property shall terminate absolutely; or (ii) elect to purchase the Property subject to the Title Objections which are not satisfactory to Purchaser. If Seller has not received refused or failed to cure or remove, in which event such written notice from Purchaser by the Title Notice Date, Purchaser Objections shall be deemed to have unconditionally approved “Permitted Exceptions” for all purposes hereunder. In the event Buyer does not elect (i) or (ii) above within ten (10) business days after the expiration of the condition of title to the Property as shown on the PTR and the Survey, subject only to Seller’s obligations set forth in Section 6.2(d). Except as expressly provided hereinten-day response period, Seller shall have no obligation whatsoever to expend any funds, to undertake any obligations, or otherwise to cure any title objections. If Purchaser timely delivers a Title Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on the Title Response Date, written notice to Purchaser and Title Company identifying which disapproved items, if any, Seller shall cure (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the Title Policy) (“Seller’s Response”). If Seller does not deliver a Seller’s Response prior to the Title Response Date, Seller Buyer shall be deemed to have elected to not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller elects, or is deemed to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period to (i) deliver a Termination Notice to Seller and Title Company terminating this Agreement, in which event Title Company shall, within three (3) Business Days following receipt of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions and, except for Termination Surviving Obligations, the parties shall have no further rights or obligations to one another under this Agreement, or (ii) waive any such objection to the PTR and the Survey (whereupon such objections shall be deemed Permitted Exceptions). If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right to terminate this Agreement under this Section 6.2(a)above.

Title and Survey Review. (ja) Prior to the execution and delivery hereof, Purchaser shall have until 5:00 p.m. Central Time on has caused the Title Notice Date Company to provide written notice furnish or otherwise make available to Purchaser a preliminary title commitment for the One Wilshire Property dated with an effective date of April 3, 2013 and for the El Segundo Property dated with an effective date of April 1, 2013 (the “Title NoticePTR”) to Seller ), and copies of all underlying title documents described in the Title Company of any matters shown on the PTR and/or the Survey which are not satisfactory to PurchaserPTR. If Seller Purchaser has not received such written notice from Purchaser by the Title Notice Date, Purchaser shall be deemed to have unconditionally approved of the condition of title to the Property as shown on the PTR Properties and the Survey, and anything that would be shown on an updated or new Survey, subject only to Seller’s Sellers’ obligations set forth in Section 6.2(d)6.2(c) below. Except as expressly provided hereinin Section 6.2(c), Seller Sellers shall have no obligation whatsoever to expend or agree to expend any funds, to undertake or agree to undertake any obligations, or otherwise to cure or agree to cure any title objections. If DAL02:624104.4 LEGAL_US_W # 74790953.14 22 (b) Purchaser timely delivers a Title may, at or prior to Closing, notify Sellers in writing (the “Gap Notice, then Seller shall deliver, no later than 5:00 p.m. Central Time on ”) of any objections to title (i) raised by the Title Response Company between the Effective Date and the Closing, (ii) not disclosed in writing by the Title Company to Purchaser prior to the Effective Date, written notice and (iii) not disclosed in writing by Sellers to Purchaser and the Title Company identifying prior to the Effective Date (“New Exceptions”); provided that Purchaser must notify Sellers of any objection to any such New Exception prior to the date which disapproved itemsis two (2) Business Days after such New Exception is disclosed to Purchaser in writing (and, if anynecessary, Seller shall cure Purchaser may extend the Closing Date to provide for such two (by either having the same removed or by obtaining affirmative insurance to Purchaser’s satisfaction in its reasonable discretion over the same as part of the Title Policy2) (“Seller’s Response”Business Day period). If Seller does not Purchaser fails to deliver to Sellers a Seller’s Response prior to the Title Response Datenotice of objections on or before such date, Seller shall Purchaser will be deemed to have elected waived any objection to the New Exceptions, and the New Exceptions will be included as Permitted Exceptions. Sellers will have two (2) Business Days from the receipt of Purchaser’s notice (and, if necessary, Sellers may extend the Closing Date to provide for such two (2) Business Day period and for two (2) Business Days following such period for Purchaser’s response), within which time Sellers may, but are under no obligation to, remove or otherwise obtain affirmative insurance over the objectionable New Exceptions, or commit to remove or otherwise obtain affirmative insurance over the same in form reasonably acceptable to Purchaser at or prior to Closing. If, within the two (2) Business Day period, Sellers do not remove or otherwise cure any exceptions disapproved by Purchaser. If Seller electsobtain such affirmative insurance over the objectionable New Exceptions, or is deemed then Purchaser may terminate this Agreement upon delivering a written notice to have elected, not to remove or otherwise cure an exception disapproved in Purchaser’s Title Notice, Purchaser shall have until the expiration of the Property Approval Period to (i) deliver a Termination Notice to Seller Sellers and Title Company terminating this Agreement, in which event Title Company shall, within three no later than two (32) Business Days following receipt expiration of such Termination Notice, return the Earnest Xxxxx Xeposit to Purchaser in accordance with Purchaser’s written instructions two (2) Business Day cure period (and, except if necessary, Purchaser may extend the Closing Date to provide for Termination Surviving Obligationssuch two (2) Business Day period), the parties shall have no further rights or obligations to one another under this Agreement, or (ii) waive any such objection to the PTR and the Survey (whereupon such objections in which case Purchaser shall be deemed Permitted Exceptions)entitled to return of the Xxxxxxx Money Deposit. If Seller and Title Company have not received written notice from Purchaser by the Contingency Date, such failure shall be deemed Purchaser’s waiver of all such objections to the PTR and the Survey. Purchaser and Seller acknowledge that the Title Notice and Seller’s Response have been timely delivered, and Purchaser has waived its right fails to terminate this Agreement under this Section 6.2(a)in the manner set forth above, the New Exceptions (except those Sellers have removed or otherwise affirmatively insured over in form reasonably acceptable to Purchaser, or committed to do the same as set forth above) will be included as Permitted Exceptions.