Common use of Title Policy Clause in Contracts

Title Policy. Purchaser shall receive from Seller a commitment for the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 below.

Title Policy. Purchaser Conclusive evidence of delivery of title in accordance with the foregoing shall receive be the willingness of Title Company to issue or commit to issue to Buyer, upon payment of its regularly scheduled premium, its ALTA extended owner’s policy of title insurance, in the amount of the Purchase Price, showing title to the Real Property vested of record in Buyer, subject only to the Conditions of Title (and the standard printed exceptions and conditions in the policy of title insurance) (the “Title Policy”). If Seller for any reason is unable to deliver title to the Real Property subject only to the Conditions of Title or is unwilling to remove or otherwise cure any title matter that is not a Condition to Title (other than the Existing Monetary Encumbrances), then Buyer’s sole remedy shall be to terminate this Agreement within five (5) days after written notice from Seller of such inability or unwillingness (but not later than the Closing Date) and receive a commitment return of the Deposit, and neither Seller nor Buyer shall thereafter have any further rights or obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement (including, without limitation, Buyer’s obligation to perform the Continuing Obligations). Buyer shall have no right to commence any action for damages, specific performance or other relief as a result of Seller’s inability to deliver title to the Real Property subject only to the Conditions of Title or Seller’s unwillingness to remove or otherwise cure any title matter that is not a Condition to Title; provided, however, that Buyer shall have the right to commence an action for specific performance against Seller if: (i) at Closing Seller fails to remove from title the Existing Monetary Encumbrances; or (ii) Seller fails to remove from title any exceptions created by Seller on or after the date of Buyer’s Title Report (i.e., February 6, 2012) without the prior written consent of Buyer (other than new Leases signed in accordance with the terms of this Agreement). Buyer acknowledges receipt from Seller of Seller’s Existing Survey for the Property. Any other survey (or update to Seller’s Existing Survey) necessary for the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Seller's ALTA title as reflected in the Title Commitment. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period policy shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same obtained by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowBuyer at Buyer’s expense.

Title Policy. Purchaser It shall receive from Seller be a commitment for condition precedent to Purchaser's obligation to consummate the issuance of transaction contemplated by this Agreement that the Title Company can and will issue an ALTA Owner's Policy of Title Insurance (the "Title Commitment"Form B, Amended 1987, if available) issued by First American Title Company (the "Title CompanyPolicy")) in the full amount of that portion of the Purchase Price payable by Purchaser on the Closing Date as provided in Paragraph 13.02 hereof, together with copies insuring Purchaser as the owner in fee simple of the Project, and all appurtenant easements thereto, free and clear of all documents constituting exceptions liens and encumbrances, except for the Permitted Exceptions, and without exception for rights or claims of parties in possession not shown by the public records, encroachments, overlaps, boundary line disputes, or any other matter disclosed by the Survey which Purchaser has not waived or approved or is deemed to Seller's title as reflected in have approved pursuant to Paragraph 6.03 hereof, provided, however, that the Title CommitmentPolicy may show the rights of the Tenants and New Tenants (as hereinafter defined) under New Leases (as hereinafter defined) that are fully executed prior to the Closing as parties in possession (or right to possession) as tenants only. Purchaser shall have until on or before attempt to cause the expiration Title Company, as part of the Inspection Period Title Policy, to issue the following endorsements in the form of those set forth in Schedule 6.04 attached hereto ("Endorsements"): CC&R Endorsement (unless easements appurtenant to the Project are additionally insured parcels on Schedule A of the Title Policy), Comprehensive No. 1, Access, Survey, Contiguity (but only to the extent of contiguous portions of the Land as depicted on Schedule 1.02 attached hereto), Tax Parcel, Environmental, Encroachment Mineral Rights and Zoning 3.1 (with parking). Any Survey or physical inspection requirements imposed as a condition to the issuance of the Title Policy may be satisfied by Seller as a Shared Closing Cost, except costs and expenses in respect to correcting Survey Defects which shall be paid by Seller. Seller shall execute such affidavits and certificates as the Title Company may require as a condition to the issuance of the Title Policy, and a copy of each such affidavit or certificate shall be delivered to Purchaser. In addition, as part of the Shared Closing Costs, Seller shall cause (i) the Title Policy to be dated down to the date each Earn-Out Payment (as hereinafter defined) to review is paid during or after the Title Commitment and Earn-Out Period showing no new exceptions, except the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained Permitted Exceptions, the subject or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Moneyprevious New Leases, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereofexception caused, permitted or claimed by, through or under Purchaser or its successors and assigns; and (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to amount of the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable Title Policy's coverage to be effected within such extended sixtyincreased to an amount that equals the subject Earn-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowOut Payment.

Title Policy. Purchaser The Title Company is unconditionally and irrevocably committed to issue to LACSD at Closing a CLTA standard coverage owner’s title policy, or, upon LACSD’s request, an ALTA extended coverage owner’s policy of title insurance (provided LACSD shall receive from Seller a commitment be responsible for any survey costs associated therewith and LACSD shall be responsible for the issuance additional cost of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title Company"extended coverage), together with copies of all documents constituting exceptions insuring LACSD’s title to Seller's title as reflected the Purchase Property in the Title Commitment. Purchaser shall have until on or before the expiration amount of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed subject only to the Closingfollowing (collectively, whereupon the “Approved Title Exceptions”): (i) the standard exceptions and exclusions from coverage contained in such waived title form of the policy; (ii) real estate taxes not yet due and payable; (iii) matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same created by, through or under LACSD; (iv) items disclosed by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY Survey and Preliminary Title Report (30including any supplements) days after the originally scheduled date (as same shall be amended and approved or deemed approved by LACSD pursuant to the terms title review provisions in Section 2.4, or, if LACSD fails to obtain the Survey, items which would be disclosed by an accurate, updated survey of this Contractthe Purchase Property or a physical inspection of the Purchase Property; and (v) any Title Objections that neither CSA 70 D-1 nor the Title Company has agreed to remove from title or insure over (“Title Policy”). The issuance of an ALTA extended coverage policy shall not be a condition precedent to LACSD’s obligation to close the Escrow and LACSD shall not object to the Closing based upon an inability to obtain, or any delays in obtaining, such coverage. In addition, and without limiting the foregoing, the issuance of any particular title endorsements requested by LACSD, at LACSD’s sole cost and expense, shall not be a condition precedent to LACSD’s obligation to close this Escrow and LACSD acknowledges that LACSD is solely responsible for ascertaining the availability of any such endorsements prior to the end of the Due Diligence Period. If endorsements are required to cure is unable defects in title and CSA 70 D-1 has agreed to be effected within provide such extended sixty-day periodendorsements as a means of curing such title defects, then this contract CSA 70 D-1 shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 below.pay for such endorsements

Title Policy. Purchaser Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall receive from Seller be a commitment for “Permitted Exception” under this Agreement. At Closing, the issuance Title Policy (as further defined in Paragraph 9(a)(ii) of an Owner's Policy of Title Insurance (the "Title Commitment"this Agreement) issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Seller's title shall be as reflected described in the Title CommitmentCommitment (but free of each Rejected Exception), subject to the provisions of this Paragraph 8(a). Purchaser Buyer shall have until use commercially reasonable efforts to satisfy or eliminate, on or before the expiration of Closing Date, those Title Requirements to be performed or otherwise satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Inspection Period Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (hereinafter definedx) Seller shall not be required to review expend any funds in connection with the Title Commitment Policy except (i) as expressly set forth in Seller’s Title Notice, and (ii) in an amount not to exceed $50,000 in the documents referred aggregate to therein satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to deliver to Seller execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in writing connection with the Title Policy (including, without limitation, 8 such objections requirements as Purchaser may have to anything contained or be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Any Except as expressly required under the foregoing sentence, or as expressly set forth in Seller’s Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to which Purchaser does satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not object revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent prior to Closing, in which case the expiration Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the Inspection Period provisions set forth herein. In the event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of this Paragraph 8(a)(v) due to Seller’s failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller’s Title Notice and (II) Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer’s reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be deemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a "“Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of ” under this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowAgreement.

Title Policy. Purchaser Additionally, and regardless of which, if any, of the above options which Am-Pac may choose to refinance the Real Property, Sweeney shall receive from Seller a commitment for the issuance of provide an Owner's Xxxxxy of Title Insurance, or in the event that Am-Pac opts to refinance through third parties, a Lenders Policy of Title Insurance Insurance, (the "Title Commitment"title policy) issued by First American Title Company (an authorized title company in the "Title Company"amount of at least the appraised value(s), together with evidencing clear title to the Real Property, prior to Closing, and which shall be preceded by a Title Report or Commitment, accompanied by copies of all recorded documents constituting exceptions relating to Seller's title as reflected in easements, rights-of-way, etc., affecting the Title CommitmentReal Property. Purchaser Am-Pac shall have until give Sweeney written notice on or before befxxx the expiration of the Inspection Period ten (hereinafter defined10) to review days after it receives the Title Report or Commitment and that the documents referred to therein and to deliver to Seller in writing such objections condition of title as Purchaser may have to anything contained or set forth in the Title Commitmenttherein is or is not satisfactory. Any item Therefore, Sweeney and Investments shalx xxxxptly undertake to which Purchaser does not object prior eliminate or modify all unacceptable matters to the expiration reasonable satisfaction of Am-Pac. In the Inspection Period event they are unable to do so within ten (10) days after receipt of written notice, Am-Pac may terminate this agreement; otherwise, this condition shall be deemed to be a "Permitted Exception" (herein so called)acceptable and any objection thereto shall be deemed to have been waived for all purposes. As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund The costs of the Earnest Money, title report,commitment and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same policy shall be amended pursuant paid one-half by Am-Pac and one-half by Sweeney and deducted frox xxx xotal amount of consideration provided in Article IV, i.e. the $1,690,000. Sweeney and Investments hereby xxxxxrize and instruct Am-Pac to deduct such amount from the terms consideration set forth in Article IV, issue a corresponding reduced number of this Contract). If cure is unable Am-Pac shares to be effected within such extended sixty-day periodSweeney, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowupon Closing.

Title Policy. Purchaser It shall receive from Seller be a commitment for condition precedent to Purchaser's obligation to consummate the issuance of transaction contemplated by this Agreement that the Title Company can and will issue an ALTA Owner's Policy of Title Insurance (the "Title Commitment"Form B, Amended 1987, if available) issued by First American Title Company (the "Title CompanyPolicy")) in the full amount of that portion of the Purchase Price payable by Purchaser on the Closing Date as provided in Paragraph 13.02 hereof, together with copies insuring Purchaser as the owner in fee simple of the Project, and all appurtenant easements thereto, free and clear of all documents constituting exceptions liens and encumbrances, except for the Permitted Exceptions, and without exception for rights or claims of parties in possession not shown by the public records, encroachments, overlaps, boundary line disputes, or any other matter disclosed by the Survey which Purchaser has not waived or approved or is deemed to Seller's title as reflected in have approved pursuant to Paragraph 6.03 hereof, provided, however, that the Title CommitmentPolicy may show the rights of the Tenants and New Tenants (as hereinafter defined) under New Leases (as hereinafter defined) that are fully executed prior to the Closing as parties in possession (or right to possession) as tenants only. Purchaser shall have until on or before attempt to cause the expiration Title Company, as part of the Inspection Period Title Policy, to issue the following endorsements in the form of those set forth in Schedule 6.04 attached hereto ("Endorsements"): CC&R Endorsement (unless easements appurtenant to the Project are additionally insured parcels on Schedule A of the Title Policy), Comprehensive No. 0, Xxxxxx, Xxxxxx, Xxxx Xxx (xx the extent the Land is subdivided), Contiguity (but only to the extent of contiguous portions of the Land as depicted on Schedule 1.02 attached hereto), Tax Parcel, Environmental, Encroachment, Mining Rights and Zoning 3.1 (with parking). Any Survey or physical inspection requirements imposed as a condition to the issuance of the Title Policy may be satisfied by Seller as a Shared Closing Cost, except costs and expenses in respect to correcting Survey Defects which shall be paid by Seller. Seller shall execute such affidavits and certificates as the Title Company may require as a condition to the issuance of the Title Policy, and a copy of each such affidavit or certificate shall be delivered to Purchaser. In addition, as part of the Shared Closing Costs, Seller shall cause (i) the Title Policy to be dated down to the date each Earn-Out Payment (as hereinafter defined) to review is paid during or after the Title Commitment and Earn-Out Period showing no new exceptions, except the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained Permitted Exceptions, the subject or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Moneyprevious New Leases, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereofexception caused, permitted or claimed by, through or under Purchaser or its successors and assigns; and (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to amount of the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable Title Policy's coverage to be effected within such extended sixtyincreased to an amount that equals the subject Earn-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowOut Payment.

Title Policy. As a condition precedent to Purchaser’s obligation to close under this Agreement, the Title Company shall have delivered to Purchaser at Closing, at Purchaser’s sole cost and expense, one or more ALTA Standard Owner’s Policy of Title Insurance for the Property (collectively, the “Title Policy”) issued by the Title Company, showing fee simple title to the Property in the name of Purchaser subject only to the Standard Exceptions and the Permitted Encumbrances. Notwithstanding anything herein to the contrary, with respect to the Property, Purchaser shall receive from accept one or more signed, marked title commitments at Closing, in form consistent with the title commitment(s) approved by Purchaser hereunder, which shall be deemed to satisfy the condition precedent set forth in this Section 3.3. Seller a commitment shall reasonably cooperate with Purchaser for the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing Policy by furnishing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior customary Owner Affidavits, GAP Undertakings, to the expiration of extent applicable, and other such documents as may be reasonably required in order to effectuate the Inspection Period shall be deemed Closing and which do not cause Seller’s obligations to exceed, and which are consistent with, the deeds to be a "Permitted Exception" (herein so called)delivered at Closing. As to items to which Purchaser make objections, Seller may elect, Should the condition precedent in its sole discretion, to cure such objections. In the event Seller elects this Section 3.3 not to cure such matters prior to the be satisfied at Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, as its sole remedy, in the event such condition precedent is not satisfied within FIVE (5) 10 business days after Seller's noticewritten notice to Seller thereof, to either (i) terminate this Agreement, upon written notice to Seller, whereupon the ContractXxxxxxx Money shall be returned to Purchaser; provided, in which event it shall receive a full refund of the Earnest Moneyhowever, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction that in the Purchase Price, and proceed event such condition is not satisfied due to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closingintentional acts of Seller, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same Purchaser shall be amended pursuant entitled to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except pursue its remedies under Article 5 XII below.

Title Policy. Purchaser shall receive from Seller a commitment for At Closing, the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company shall issue to Buyer or be irrevocably committed to issue to Buyer an extended coverage ALTA owner’s form title policy or policies (collectively, the "“Title Company"Policy”), together with copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Purchaser shall have until on or before the expiration amount of the Inspection Period Purchase Price, insuring that fee simple (hereinafter definedor leasehold, as applicable) title to review the Real Property is vested in Buyer subject only to the Permitted Exceptions. Buyer shall be entitled to request that the Title Commitment Company provide such endorsements to the Title Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained transaction contemplated by this Agreement without reduction of or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in off against the Purchase Price, and proceed (c) the Closing shall not be delayed as a result of Buyer’s request. Seller shall have no obligation to provide any affidavits, personal undertakings or title indemnities to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In Title Insurer respecting the event Seller elects to cure such objections and Seller is unable to cure same by issuance of the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant Title Policy or any endorsements to the terms Title Policy; provided, that Seller will provide the Title Insurer with a customary ALTA statement, personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to Seller, which will permit the Title Insurer to remove the standard “mechanics lien” and “GAP” exceptions. Agreement of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate Sale and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 below.Purchase

Title Policy. Purchaser Title Company shall receive from Seller a commitment for be irrevocably committed to issuing in favor of Buyer as of the issuance Close of Escrow an ALTA Owner's ’s Standard Coverage Policy of Title Insurance (Form 10-17-92)(the “Title Policy”) with liability in the amount of the Purchase Price, dated the date of the Close of Escrow, issued by the Title Company, insuring that Buyer is vested with fee simple title in the Land and any easements appurtenant thereto as shown on the Commitment, subject only to the Permitted Exceptions and containing such endorsements as Buyer and the Title Company may agree; provided, however, Buyer may arrange that in lieu of the Title Policy, the Title Company shall issue an ALTA Owner’s Extended Coverage Policy of Title Insurance (the "Title Commitment"“ALTA Policy”) issued by First American with such liability and coverage. If, after Opening of Escrow and prior to Close of Escrow, Title Company discloses to Buyer a new exception, or materially amends any exception previously approved by Buyer during the Exclusivity Period, or materially amends the terms under which the Title Company is willing to issue its policy of title insurance, then Buyer shall have five business days from its receipt of such disclosure (the "Title Company"), together with legible copies of all documents constituting exceptions to Seller's title as reflected mentioned in the Title Commitment. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter definedsuch disclosure) to review disapprove the same by written notice to Seller and Escrow Holder; Buyer’s failure to so notify Seller shall be deemed to mean that such disclosures are acceptable to Buyer and shall constitute additional Permitted Exceptions. Any such disapproved disclosures shall be treated as Disapproved Title Commitment Matters and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or procedures therefor set forth in the Title CommitmentExclusivity Agreement shall be implemented. Any item Seller shall cause to which Purchaser does not object be released from title at or prior to the expiration Close of Escrow all mortgages, deeds of trust, mechanics liens and judgment liens then encumbering the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objectionsProperty, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election as well as any delinquent real property taxes and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowassessments.

Title Policy. Purchaser Seller shall receive from Seller a commitment for deliver title to the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued Real Property as required by First American Title Company (the "Title Company")this Agreement subject only to Permitted Exceptions; provided, together with copies of all documents constituting exceptions to Seller's title as reflected however, in the Title Commitment. Purchaser shall have until on or before the expiration event that this condition is not satisfied as of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller Closing Date, then, without limitation of any other cure rights provided in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objectionsthis Agreement, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the rightright to adjourn the Closing in accordance with Sections 3, within FIVE 4 and 8.1(b). If any of the foregoing conditions have not been satisfied as of the Closing Date for reasons other than a Purchaser default, then Purchaser, subject to any applicable notice and cure periods as provided in other provisions of this Agreement (5) days after Seller's noticeincluding, without limitation, Sections 7.2 and 8.1(b)), shall be entitled to either terminate this Agreement pursuant to this Section 8.9 by giving Seller written notice to such effect, whereupon (i) terminate the Contractthis Agreement shall automatically terminate, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title mattersthe Escrow Agent shall immediately release and return the Xxxxxxx Money (including any interest accrued thereon) to Purchaser, without any reduction in (iii) each party shall pay one-half (1/2) of the Purchase Price, expenses of escrow and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30iv) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability obligation to the other party hereunder, except for the Surviving Obligations; provided, however, that notwithstanding the foregoing, in the event that Purchaser terminates this Agreement due to a Seller default (excluding any termination of this Agreement by Purchaser pursuant to this Section 8.9), Section 7.2 shall control the rights, remedies and obligations of the parties. If Purchaser has knowledge that a condition remains unsatisfied but nonetheless elects not to terminate this Agreement or to pursue any remedies it may have under Article 5 belowVII and proceeds with Closing, then such unsatisfied condition shall be deemed waived by Purchaser, and such waiver will be deemed to include any and all Claims associated with the same, including any post-closing survivability or post-closing indemnity, and Seller shall have no liability with respect to the specific unsatisfied condition so waived.

Title Policy. Purchaser It shall receive from Seller be a commitment for condition to Buyer's obligation to close hereunder that, at Closing, Escrow Agent shall deliver to Buyer the issuance of an OwnerTitle Policy, in the form promulgated by the state in which the Premises are situated and subject only to the Permitted Exceptions; provided that in the event the Title Policy is not available at Closing, then the Escrow Agent shall provide Buyer at Closing, at Buyer's option, with either (i) a "marked title commitment", committing to issue the Title Policy of Title Insurance in the form required by this Agreement, or (the "Title Commitment"ii) issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Sellera proforma owner's title as reflected in policy, with the Title CommitmentPolicy to be delivered to Buyer as promptly after Closing as reasonably possible. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior Subject to the expiration last sentence of this Section 39, should the Inspection Period shall foregoing condition not be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the satisfied at Closing, then Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's noticebut not the obligation, upon notice delivered to Buyer at Closing, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order not to cure same, but in no event shall the Closing be extended for more than THIRTY exceed thirty (30) days after for the originally scheduled date purpose of attempting to obtain a substitute owner's policy of title insurance (as same the "Substitute Policy") from a national title underwriter reasonably acceptable to Buyer, such Substitute Policy to be in the form required by this Agreement and subject only to the Permitted Exceptions. Should Seller be successful in obtaining the Substitute Policy, then the parties shall proceed to consummate the transaction contemplated hereby on the extended Closing Date, in accordance with the terms and conditions of this Agreement, at which time Buyer shall be amended pursuant provided with either a marked title commitment or proforma owner's title policy committing to issue the terms of this Contract)Substitute Policy, with Seller paying any additional charge for the Substitute Policy. If cure is Should Seller have the right to so extend Closing but elect not to do so, or should Seller elect to extend Closing but for any reason be unable to be effected within such obtain the Substitute Policy by the extended sixty-day periodClosing Date, then this contract Agreement automatically shall terminate and terminate, whereupon the Earnest Xxxxxxx Money shalx xx xxturned shall be returned to Purchaser Buyer and neither party shall have any further liability rights or obligations hereunder. Notwithstanding the foregoing provisions of this Section 39, in the event the condition set forth in the first sentence of this Section 39 is not satisfied by Closing as a result of a breach by Seller of any of its obligations hereunder, then Seller shall have no right to extend the other except Closing, and Buyer shall be entitled to pursue all remedies available under Article 5 belowthis Agreement with respect to such breach.

Title Policy. Purchaser Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall receive from Seller be a commitment for “Permitted Exception” under this Agreement. At Closing, the issuance Title Policy (as further defined in Paragraph 9(a)(ii) of an Owner's Policy of Title Insurance (the "Title Commitment"this Agreement) issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Seller's title shall be as reflected described in the Title CommitmentCommitment (but free of each Rejected Exception), subject to the provisions of this Paragraph 8(a). Purchaser Buyer shall have until use commercially reasonable efforts to satisfy or eliminate, on or before the expiration of Closing Date, those Title Requirements to be performed or otherwise satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Inspection Period Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (hereinafter definedx) Seller shall not be required to review expend any funds in connection with the Title Commitment Policy except (i) as expressly set forth in Seller's Title Notice, and (ii) in an amount not to exceed $50,000 in the documents referred aggregate to therein satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to deliver to Seller execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in writing connection with the Title Policy (including, without limitation, such objections requirements as Purchaser may have to anything contained or be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Any Except as expressly required under the foregoing sentences of this Paragraph 8(a)(v), or as expressly set forth in Seller's Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to which Purchaser does satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not object revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent prior to Closing, in which case the expiration Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the Inspection Period provisions set forth herein. In the event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of this Paragraph 8(a)(v) due to Seller's failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller's Title Notice and (II) Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer's reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be deemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a "“Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of ” under this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowAgreement.

Title Policy. Purchaser shall receive from Seller a commitment for At Closing, the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company shall issue to Buyer or be irrevocably committed to issue to Buyer an extended coverage ALTA owner’s form title policy or policies (collectively, the "“Title Company"Policy”), together with copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Purchaser shall have until on or before the expiration amount of the Inspection Period Purchase Price, insuring that fee simple title to the Real Property is vested in Buyer subject only to the Permitted Exceptions. Buyer shall be entitled to request that the Title Company provide such endorsements (hereinafter definedother than an extended coverage endorsement) to review the Title Commitment Policy as Buyer may reasonably require, provided that (a) such endorsements shall be at no cost to, and shall impose no additional liability on, Seller, (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained transaction contemplated by this Agreement without reduction of or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in off against the Purchase Price, and proceed (c) the Closing shall not be delayed as a result of Buyer’s request. Seller shall have no obligation to provide any affidavits, personal undertakings or title indemnities to the ClosingTitle Insurer respecting the issuance of the Title Policy or any endorsements to the Title Policy; provided, whereupon that Seller will provide the Title Insurer with a customary ALTA statement, personal undertaking or owner’s affidavit (collectively, an “Owner’s Affidavit”), in form and substance reasonably acceptable to Seller and containing such waived title matters statements as are customarily required by the Title Insurer, which will permit the Title Insurer to remove the standard parties in possession, “mechanics lien”, brokers’ lien and “GAP” exceptions. Seller shall also be deemed "Permitted Exceptions"cause the Property Manager to deliver at Closing a customary form of property manager’s lien waiver. In the event Seller elects to cure such objections Agreement of Sale and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 below.Purchase

Title Policy. Purchaser Landlord, at is expense, shall receive from Seller deliver to Tenant a title insurance commitment for the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company a national title company (the "Title Company")) for a leasehold title insurance policy for an amount of insurance designated by Tenant, setting forth the status of title to the Land and any exceptions thereto, together with legible copies of all documents constituting the title exceptions set forth therein, covering the Land showing that the Land is not subject to Seller's any title as reflected in exceptions that prohibit or restrict the construction or operation of a branch bank or that render title to be other than good, marketable and insurable. On or before the fifteen (15) days after its receipt of the Title Commitment. Purchaser shall have until on , Tenant may provide Landlord with notice of any objectionable or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or defective title matter set forth in the Title CommitmentCommitment ("Title Objection Notice"). Any item Landlord shall make a good faith effort to which Purchaser does not object prior cure or eliminate (or to cause the expiration owner-seller of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, Land to cure such objectionsor eliminate if Landlord has not yet acquired the Land) the objectionable or defective title matter or matters set forth in Tenant's Title Objection Notice, provided, however, Landlord shall not be required to engage in any litigation. In the event Seller elects such event, if Landlord is not able to cure such or eliminate the objectionable or defective title matter or matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, set forth in Tenant’s Title Objection Notice within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY thirty (30) days after Landlord’s receipt of Tenant’s Title Objection Notice, Tenant shall have the originally scheduled date right to terminate this Lease by delivering written notice thereof to Landlord on or before ten (as same 10) days after the expiration of such thirty (30) day period. Landlord shall pay the premium for the leasehold title insurance policy to be amended issued to Tenant by the Title Company pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowTitle Commitment.

Title Policy. Purchaser shall receive from Seller a A commitment (the "Title Commitment") for the issuance of an Owner's ALTA Loan Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title CompanyPolicy"), together issued by the Title Company to Lender, in the amount of $14,070,000 insuring the Mortgage to be a valid first leasehold mortgage lien upon the interest of Borrower and Agency in the Land and the Project and insuring the Lender's leasehold interest in the Lease by and between Borrower and Rensselaer Polytechnic Institute, which was assigned to Lender by the Borrower concerning the property located at Xxx 00X Xxxxxx Xxxx, Xxx XXX Xxxx Xxxx, Xxxx of North Greenbush, County of Rensselaer, State of New York , and a valid first lien upon any easement in favor of the Land or the Project that provides access thereto for ingress and egress and/or for utilities, with a pending disbursements clause, subject only to the Permitted Exceptions, and with all so-called "standard" exceptions deleted. The Title Commitment shall (i) affirmatively insure to the Lender that (A) no restrictions of record affecting the Land have been violated, and that such instruments contain no right of reverter or forfeiture, (B) the survey described in Section 5.1(b) is accurate and accurately depicts the same real estate as is covered by the Title Commitment, and (C) Lender is the holder of the Mortgage and that the Mortgage is the first lien against the Project; (ii) insure contiguity of the Land with, or access to, adjoining public rights of way; (iii) contain an ALTA Variable Rate Endorsement; and (iv) contain such other endorsements as Lender may require. If requested by Lender, appropriate provisions satisfactory to Lender for co-insurance and reinsurance, with direct access agreements acceptable in form and substance to Lender, shall also be obtained. Contemporaneously with delivery to Lender of the Title Commitment, Borrower shall also deliver to Lender copies of all documents constituting exceptions the Permitted Exceptions. Borrower agrees to Seller's title as reflected in deliver to the Title Commitment. Purchaser shall have until on or before Company, with a copy of each to Lender, such other documents as the expiration Title Company may require for the issuance of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred issuance of draw down endorsements relating to therein and to deliver to Seller construction advances as provided in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest MoneyArticle VI hereof, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms accordance with all requirements of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowAgreement.

Title Policy. Purchaser It shall receive from Seller be a commitment for condition to Buyer's obligation to close hereunder that, at Closing, Escrow Agent shall deliver to Buyer the issuance of an OwnerTitle Policy, in the form promulgated by the state in which the Premises are situated and subject only to the Permitted Exceptions; provided that in the event the Title Policy is not available at Closing, then the Escrow Agent shall provide Buyer at Closing, at Buyer's option, with either (i) a "marked title commitment", committing to issue the Title Policy of Title Insurance in the form required by this Agreement, or (the "Title Commitment"ii) issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Sellera proforma owner's title as reflected in policy, with the Title CommitmentPolicy to be delivered to Buyer as promptly after Closing as reasonably possible. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior Subject to the expiration last sentence of this Section 39, should the Inspection Period shall foregoing condition not be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the satisfied at Closing, then Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's noticebut not the obligation, upon notice delivered to Buyer at Closing, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order not to cure same, but in no event shall the Closing be extended for more than THIRTY exceed thirty (30) days after for the originally scheduled date purpose of attempting to obtain a substitute owner's policy of title insurance (as same the "Substitute Policy") from a national title underwriter reasonably acceptable to Buyer, such Substitute Policy to be in the form required by this Agreement and subject only to the Permitted Exceptions. Should Seller be successful in obtaining the Substitute Policy, then the parties shall proceed to consummate the transaction contemplated hereby on the extended Closing Date, in accordance with the terms and conditions of this Agreement, at which time Buyer shall be amended pursuant provided with either a marked title commitment or proforma owner's title policy committing to issue the terms of this Contract)Substitute Policy, with Seller paying any additional charge for the Substitute Policy. If cure is Should Seller have the right to so extend Closing but elect not to do so, or should Seller elect to extend Closing but for any reason be unable to be effected within such obtain the Substitute Policy by the extended sixty-day periodClosing Date, then this contract Agreement automatically shall terminate and terminate, whereupon the Earnest Xxxxxxx Money shalx xx xxturned shall be returned to Purchaser Buyer and neither party shall have any further liability rights or obligations hereunder. Notwithstanding the foregoing provisions of this Section 39, in the event the condition set forth in the first sentence of this Section 39 is not satisfied by Closing as a result of a breach by Seller of any of its obligations hereunder, then Seller shall have no right to extend the other except Closing, and Buyer shall be entitled to pursue all remedies available under Article 5 belowthis Agreement with respect to such breach. 40. Intentionally Omitted.

Title Policy. Purchaser At Closing, Buyer may arrange for the Title Company to issue, or irrevocably commit to issue, to Buyer, an extended coverage ALTA owner’s form title policy (the “Title Policy”) with respect to the Property, which shall receive from be in the form of the Title Commitment, in the amount of the Purchase Price with respect to the Property, and insure that fee simple title to the Property is vested in Buyer subject only to the Permitted Exceptions. In such case, Buyer shall be entitled to request that the Title Company provide such endorsements (or amendments) to any Title Policy as Buyer may reasonably require, provided that (a) such endorsements (or amendments) shall be at no cost to, and shall impose no additional liability on, Seller (unless the same effect the cure of a commitment for title objection made by Buyer hereunder which Seller has agreed to cure by causing the issuance of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title Company"any such endorsements), together with copies (b) Buyer’s obligations under this Agreement shall not be conditioned upon Buyer’s ability to obtain such endorsements and, if Buyer is unable to obtain such endorsements, Buyer shall nevertheless be obligated to proceed to close the transactions contemplated by this Agreement without reduction of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in off against the Title Commitment. Any item to which Purchaser does not object Purchase Price (provided that, if Buyer determines prior to the expiration end of the Inspection Due Diligence Period that the same shall not be deemed issued, Buyer shall, nonetheless, still have the right to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters terminate this Agreement prior to the Closing, Seller will notify Purchaser end of such election the Due Diligence Period and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full prompt refund of the Earnest Xxxxxxx Money), and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (iic) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for shall not be delayed as a period result of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowBuyer’s request.

Title Policy. Purchaser shall receive from Seller a commitment for Subject to the issuance payment of an Owner's Policy of Title Insurance (the "Title Commitment") issued by First American Title Company (the "Title Company")premiums, together with copies of all documents constituting exceptions to Seller's title as reflected in the Title Commitment. Purchaser shall have until on or before the expiration of the Inspection Period (hereinafter defined) to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of Closing Date, the Inspection Period Title Company shall be deemed irrevocably committed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, issue the Title Policy with liability in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser amount of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, showing title vested in Buyer and proceed subject only to the Closing, whereupon Approved Title Conditions. The conditions set forth in this Paragraph 7 are solely for the benefit of Buyer and may be waived only by Buyer. Buyer shall at all times have the right to waive any condition. Any such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same waiver or waivers shall be amended pursuant in writing and shall be delivered to Seller. Nothing contained in this Agreement shall require Seller to bring any suit or other proceeding, or to pay any material sum, to satisfy any of such conditions, except as provided in the terms last sentence of this Contract)the first paragraph of Paragraph 7.1. If cure any of the conditions in this Paragraph 7 is unable to be effected within such extended sixty-day periodnot timely satisfied or waived by Buyer, then this contract Agreement shall terminate terminate, the Deposit, or such portion thereof that has theretofore been deposited by Buyer with Escrow Holder (less one-half of any escrow and title cancellation fees and costs), shall be refunded to Buyer by Escrow Holder, all documents deposited into Escrow shall be returned to the Earnest Money shalx xx xxturned to Purchaser party depositing such documents, and neither party shall have any further liability rights or obligations under this Agreement, except for those rights or obligations which expressly survive the termination of this Agreement. Without limiting Seller’s post-Closing obligations, if any, that expressly survive the Close of Escrow under this Agreement, Closing shall constitute conclusive evidence that Seller has fully performed its obligations under this Agreement that are required to be performed prior to the other except under Article 5 belowClose of Escrow and shall further constitute a waiver by Buyer of any claims, demands and causes of action that Buyer may have against Seller based upon any failure to perform such obligations prior to Closing.

Title Policy. Purchaser Each item and matter revealed by the Title Commitment (other than the Rejected Exceptions) shall receive from Seller be a commitment for “Permitted Exception” under this Agreement. At Closing, the issuance Title Policy (as further defined in Paragraph 9(a)(ii) of an Owner's Policy of Title Insurance (the "Title Commitment"this Agreement) issued by First American Title Company (the "Title Company"), together with copies of all documents constituting exceptions to Seller's title shall be as reflected described in the Title CommitmentCommitment (but free of each Rejected Exception), subject to the provisions of this Paragraph 8(a). Purchaser Buyer shall have until use commercially reasonable efforts to satisfy or eliminate, on or before the expiration of Closing Date, those Title Requirements to be performed or otherwise 8 satisfied by Buyer. Seller shall use commercially reasonable efforts to satisfy or eliminate, on or before the Inspection Period Closing Date, those Title Requirements to be performed or otherwise satisfied by Seller. Notwithstanding anything to the contrary in this Agreement, (hereinafter definedx) Seller shall not be required to review expend any funds in connection with the Title Commitment Policy except (i) as expressly set forth in Seller's Title Notice, and (ii) in an amount not to exceed $50,000 in the documents referred aggregate to therein satisfy or eliminate the other Title Requirements to be performed or otherwise satisfied by Seller and other items and matters not revealed by the Title Commitment; (y) Seller shall have no obligation to deliver to Seller execute, perform, satisfy, incur, make or otherwise undertake any affidavit, indemnity, disclosure, certificate, or other document, action, expense or liability requested or required by the Title Company in writing connection with the Title Policy (including, without limitation, such objections requirements as Purchaser may have to anything contained or be set forth in the Title Commitment); and (z) Seller may satisfy the Rejected Exceptions, the Title Requirements to be performed or otherwise satisfied by Seller, and any other items and matters not revealed by the Title Commitment in any manner that will result in the Title Company issuing the Title Policy (e.g. by providing a surety bond or other collateral acceptable to the Title Company). Any Except as expressly required under the foregoing sentences of this Paragraph 8(a)(v), or as expressly set forth in Seller's Title Notice, (A) Seller shall have no obligation to incur any expense or liability to satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, (B) no failure by Seller to which Purchaser does satisfy or eliminate any Rejected Exception, Title Requirement or other item or matter not object revealed by the Title Commitment shall constitute a breach of or default under this Agreement by Seller and Seller shall not have any liability for damages and Buyer shall have no recourse to equitable relief based on any such failure, and (C) if Seller fails to eliminate or satisfy, on or before the Closing Date, any Rejected Exception, Title Requirement or other item or matter not revealed by the Title Commitment, then Buyer shall have the sole option of either: (x) terminating this Agreement for failure to satisfy a Buyer closing condition under Paragraph 9(a) of this Agreement by delivering written notice thereof to Seller and Escrow Agent prior to Closing, in which case the expiration Deposit shall be returned to Buyer and the other provisions of Paragraph 9(c) of this Agreement shall govern; or (y) proceeding to Closing, subject to the Inspection Period provisions set forth herein. In the event that (I) Buyer elects to terminate this Agreement pursuant to clause (x) of this Paragraph 8(a)(v) due to Seller's failure to eliminate or satisfy a Rejected Exception as expressly set forth in Seller's Title Notice and (II) Buyer is not in default under this Agreement, then and only then Seller shall reimburse Buyer for Buyer's reasonable and actual out-of-pocket costs (documented by paid invoices to third parties) incurred with respect to this agreement, the transaction described herein and the due diligence performed in connection herewith, not to exceed $150,000.00 in the aggregate. Upon Closing, Buyer shall be deemed to have waived all objections to the items and matters reflected on the Title Policy and each such item and matter shall thereafter be a "“Permitted Exception" ” under this Agreement. (herein so calledvi). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 below.

Title Policy. Purchaser Title Insurer shall receive be unconditionally prepared to issue to Buyer, as of the Closing, a standard policy of title insurance for the Property and Improvements in the aggregate amount of the Purchase Price insuring the tenant leasehold interest in the Property and the fee interest in the Improvements to be vested in Buyer, subject to the Permitted Exceptions [defined later]. Buyer shall have the option to deposit with Escrow Holder (a) an ALTA survey or surveys sufficient to cause Title Insurer to issue an ALTA extended coverage policy of title insurance for the Property and Improvements and such endorsements as Buyer shall deem necessary (collectively “Buyer’s Endorsements”), and (b) all such other and further items required by Title Insurer in order to issue such ALTA extended coverage policy and Buyer’s Endorsements; provided, however, that all such items shall be at Buyer’s sole cost and expense and shall not delay the Closing; provided further, that Buyer’s inability to obtain such items shall not be a contingency to Closing, unless (i) Buyer has stated prior to the end of the Inspection Contingency Period that the surveys received from Seller are inadequate; (ii) that Buyer’s inability results from a Disapproved Exception which has not been removed from the Title Commitment or for which the Title Insurer has not insured against loss or damage resulting from such Disapproved Exception as described in Section 3.2; or (iii) that Buyer’s inability results from an objection by Buyer’s lender pursuant to which Buyer’s lender will not grant the required financing. At Closing, Seller shall assign its right, title, interest and obligations under the Ground Lease to Buyer and convey title to the Improvements to Buyer as described in Section 5, subject to the following matters, as applicable, being hereinafter collectively referred to as the “Permitted Exceptions”: (i) private, public and utility easements approved by Buyer in accordance with Section 3.2; (ii) roads and highways, if any; (iii) real estate taxes and special taxes or assessments not due and payable on or before Closing or any installments of any special taxes or assessments not due and payable on or before Closing; (iv) rights of way approved by Buyer in accordance with Section 3.2; (v) drainage ditches, feeders, laterals, drain tile, pipes or other conduit; (vi) zoning and building laws and ordinances; (vii) all matters approved or waived by Buyer pursuant to Section 3.2 of this Agreement; (viii) all matters of record shown in the title commitment for and approved or waived by Buyer pursuant to Section 3.2 herein; (ix) the issuance terms and conditions of the Ground Lease; and (x) all matters which would be disclosed by an Owner's Policy accurate survey or inspection of Title Insurance the Property and/or the Improvements. Notwithstanding anything to the contrary above, the items referred to in subsections (the "Title Commitment") issued by First American Title Company (the "Title Company"i), together with copies of all documents constituting exceptions (ii), (iv), (v) and (vii) above shall be Permitted Exceptions only if such are shown on the survey to Seller's title as reflected be provided by Seller pursuant to Section 3.1.1 or indicated in the Title Commitment. Purchaser shall have until on Commitment to be provided pursuant to Section 3.2.1 and approved or before the expiration of the Inspection Period (hereinafter defined) waived by Buyer pursuant to review the Title Commitment and the documents referred to therein and to deliver to Seller in writing such objections as Purchaser may have to anything contained Section 3.2 or set forth are described in the Title Commitment. Any item to which Purchaser does not object prior to the expiration of the Inspection Period shall be deemed to be a "Permitted Exception" (herein so called). As to items to which Purchaser make objections, Seller may elect, in its sole discretion, to cure such objections. In the event Seller elects not to cure such matters prior to the Closing, Seller will notify Purchaser of such election and Purchaser shall have the right, within FIVE (5) days after Seller's notice, to either (i) terminate the Contract, in which event it shall receive a full refund of the Earnest Money, and xx xxxty hereto shall have any further rights hereunder except for Purchaser's liability pursuant to Article 6 hereof, or (ii) waive such title matters, without any reduction in the Purchase Price, and proceed to the Closing, whereupon such waived title matters shall also be deemed "Permitted Exceptions". In the event Seller elects to cure such objections and Seller is unable to cure same by the Closing, then Seller may unilaterally extend the Closing for a period of time thereafter in order to cure same, but in no event shall the Closing be extended for more than THIRTY (30) days after the originally scheduled date (as same shall be amended pursuant to the terms of this Contract). If cure is unable to be effected within such extended sixty-day period, then this contract shall terminate and the Earnest Money shalx xx xxturned to Purchaser and neither party shall have any further liability to the other except under Article 5 belowDeclaration.