Common use of Approval of Title Clause in Contracts

Approval of Title. (a) Purchaser has approved all title exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt of a Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of the Property without reduction of the Purchase Price. (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Seller.

Approval of Title. Donor shall cause Title Company to furnish to Donee, within five (a5) Purchaser has approved business days of the Effective Date, a Preliminary Report and commitment for issuance of an owner’s policy of title insurance covering the Property in an amount equal to the Donation Value, together with certified copies of all title instruments reflected as exceptions therein which may be applicable to or enforceable against the Property. Donee may at its sole option obtain an ALTA Survey of the Property. The ALTA Survey and survey matters set forth any surveys of the Property Donor provides to Donee shall be referred to as the “Surveys.” Donee shall complete its review of the Preliminary Report and Surveys before the expiration of the Agreement Inspection Period. Any objections by ▇▇▇▇▇ to any item contained in the Preliminary Report shall be referred to as the “Title Objections.” Any objections by Donee to any item on Schedule 2.4(athe Surveys shall be referred to as “Survey Objections.” Donee shall provide Donor with written notice of any Title Objections or Survey Objections within fifteen (15) attached hereto. (b) Purchaser business days after receipt of the Preliminary Report and copies of all documents referenced therein. Donor shall have five (5) business days after receipt of a Title Update, if any, within which to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such provide Donee with written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned ’s election to Purchaser, and thereafter neither party hereto shall have any further rights, obligations remove or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; such Title Objections or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentenceSurvey Objections. PurchaserDonor’s failure to notify Seller of termination of this Agreement Donee within such five (5) business day period as to any Title Objections or Survey Objections shall be deemed an election by Donor not to be an irrevocable election under clause remove or cure the same. If Donor notifies or is deemed to have notified Donee that Donor shall not remove or cure any Title Objections or Survey Objections, Donee may thereafter elect to: (i) above to accept conveyance of the Property without reduction of the Purchase Price. terminate this Donation Agreement; or (cii) Unless expressly agreed to by Seller, Seller have no responsibility or obligation provide written waiver of any kind Title Objections or nature whatsoever (express or implied) Survey Objections and proceed to cure any title matter objected Closing subject to abatement as may be agreed by Purchaserthe parties in writing. Notwithstanding anything contained herein to the foregoing sentencecontrary, if Donor shall be required to remove any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxesmortgage, mortgages, deeds deed of trust, security agreementsmechanic’s lien, construction or mechanics’ liensdelinquent tax lien, tax liens judgment lien or other liens monetary encumbrance or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) lien shown in the aggregate Preliminary Report as an exception to title not created by ▇▇▇▇▇, each deemed a Title Objection, no later than the Closing Date and (2) the foregoing aggregate limitation waiver of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) claims for damages contained herein shall not apply to any liens securing loans made claim due to Seller and any other Monetary Encumbrances that were causedfailure to remove such monetary encumbrance or lien. Should Donee proceed with the purchase of the Property, assumed, consented Donee may elect to or created by Sellerhave an ALTA extended owner’s policy of title insurance issued at Closing.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (a6) Purchaser has approved all title Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt of a Title Updateto title, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing)will be accepted by Buyer. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five three (53) business days Business Days after receipt of PurchaserBuyer’s objections to give to Buyer: (A) written notice of objections, that Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any will remove such objectionable exceptions on or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of before the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty Date; or (60B) days after the Outside Closing Date. If written notice that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the three (53) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) above three (3) Business Days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Property without reduction Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Purchase Price. expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (cA) Unless expressly agreed and fails to by Sellerremove any such objectionable exceptions from title prior to the Closing Date, Seller and Buyer is unwilling to take title subject thereto, Buyer shall have no responsibility or obligation of any kind or nature whatsoever (express or impliedthe right to elect to terminate this Agreement and Section 14(a) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens, delinquent tax liens and judgment liens, and the objections set forth in a written notice from Purchaser consist liens of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. The SHR Parties shall on or before March 1, 2011 (a) Purchaser has approved all title exceptions the “Title Review Period”), notify Hotel Sellers of any matters shown on the Surveys or identified in the Title Documents that the SHR Parties are, in their reasonable judgment, unwilling to accept (collectively, the “SHR Parties’ Objections”). For avoidance of doubt, Hotel Sellers shall not be obligated to incur any expenses or any liability to cure any of the SHR Parties’ Objections in Hotel Sellers’ sole and survey matters set forth on Schedule 2.4(a) attached heretoabsolute discretion. (b) Purchaser 3.2.2.1 Hotel Sellers shall have notify the SHR Parties within five (5) business days after receipt of a Title Update, if any, to notify Sellernotice of the SHR Parties’ Objections whether Hotel Sellers, in writing, their sole discretion agree to cure any of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled the SHR Parties’ Objections on or before the Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title Hotel Sellers are unable or to matters shown on a Title Update, Seller shall have the right, but not the obligation, unwilling to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objectionsSHR Parties’ Objections by the Closing Date, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller SHR Parties shall, at Seller’s election, be entitled to reasonable adjournments of on the Closing if additional time is requiredDate, but in no event shall the adjournments, elect (1) waive such SHR Parties’ Objections without any abatement in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s noticeHotels Purchase Price, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii2) to terminate this Agreement by sending in which case the parties hereto shall be released from all further obligations hereunder except those which expressly survive a termination of this Agreement. 3.2.2.2 Except as otherwise provided herein, Hotel Sellers shall not, after the date of this Agreement, voluntarily subject the Hotel Properties to any liens, encumbrances, covenants, conditions, restrictions, easements or other title matters or seek any zoning changes without the SHR Parties’ prior written notice thereof consent, which consent shall not be unreasonably withheld or delayed. If, after the expiration of the Title Review Period, the SHR Parties discover any title matter of record that is not disclosed in the Title Documents or the Survey provided to Sellerthe SHR Parties and is not otherwise permitted under the terms of this Agreement (“New Title Matter”), and upon delivery if the SHR Parties object to the New Title Matter and Hotel Sellers are unable or elect not to remove such New Title Matter on or prior to the Closing, the SHR Parties shall have the option within five days after receipt of notice of such notice of terminationNew Title Matter (1) to waive such title matter without any abatement in the Purchase Price, in which event, such New Title Matter shall become a Permitted Exception (as defined below), or (2) to terminate this Agreement shall terminate and in which case the ▇▇▇▇▇▇▇ Money parties hereto shall be returned to Purchaser, and thereafter neither party hereto shall have any released from all further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein those which expressly survives survive a termination of this Agreement. If: (A) Notwithstanding the foregoing, if Seller notifies Purchaser that Seller does has voluntarily subjected the Hotel Properties to any New Title Matter to which the SHR Parties object and which Hotel Sellers are unable or elect not intend to attempt remove on or prior to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) ifClosing, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept and if the conveyance under clause (i) of the immediately preceding sentence or SHR Parties choose to terminate this Agreement under clause (ii) of Agreement, the immediately preceding sentence. Purchaser’s failure Hotel Sellers shall reimburse the SHR Parties for their actual out-of-pocket costs incurred with respect to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of the Property without reduction of the Purchase PriceTransactions. (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Seller.

Approval of Title. (a) Purchaser Buyer has approved all title exceptions received and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt of a Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following optionsreviewed: (i) that certain commitment for title insurance dated July 11, 1997, concerning the Real Property and issued by the Title Company under order number 1700840-20, copies of all documents referred to accept a conveyance of in the Property subject to Commitment as encumbering the Permitted Exceptions Real Property, and any matter objected to by Purchaser which Seller is unwilling or unable to cure all title endorsements attached thereto (each of which shall also be deemed to be Permitted Exceptionscollectively, the "Commitment"), without reduction of the Purchase Price; or and (ii) to terminate this Agreement that certain ALTA/ACSM Land Title Survey of the Real Property prepared by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇ & ▇▇▇▇▇▇▇ Money shall be returned to Purchaser▇▇, Inc., as job number 9393, and thereafter neither party hereto dated April 5, 1997, (the "Survey"). Buyer has approved the condition of title to (and the Survey of) the Real Property, and shall have any further rights, obligations or liabilities hereunder not object thereto except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Iffor: (Aw) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objectionmatters first arising after the date of the Commitment; (x) those title exceptions in Schedule B--Section 2 of the Commitment numbered 17 and 19, which Seller shall cause to be omitted from the Owner's Title Policy as title exceptions, and which in the case of exception 17 Buyer agrees will be replaced with a title exception specifying the specific subtenants and other occupants of the Property at the time of Closing; (y) Seller fails to respond to Purchaser’s notice within said five Schedule B--Section 1 of the Commitment; and (5z) business day period; or the first and second paragraphs at the beginning of Schedule B--Section 2 of the Commitment. (Cb) if, having commenced attempts to cure any objection, Seller later notifies Purchaser Buyer shall in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect no event refuse to accept the conveyance under clause following matters of title (each of which shall be deemed a "Permitted Exception" hereunder): (i) applicable zoning and use regulations of the immediately preceding sentence or to terminate this Agreement under clause any applicable governmental authority; (ii) rights of subtenants under Subleases entered into by Seller or Manager prior to the Effective Date, as tenants only, without any option to purchase or right of first refusal for all or any portion of the immediately preceding sentence. Purchaser’s failure to notify Seller Real Property; (iii) rights of termination Hotel guests as guests only; and (iv) any mechanic's or other liens arising out of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of buyer's entry on the Property without reduction of the Purchase PriceProperty. (c) Unless expressly agreed Prior to by Sellerthe Closing, Seller have no responsibility shall not take any action or obligation of commit or suffer any kind or nature whatsoever (express or implied) acts which would give rise to cure any title matter objected to by Purchaser. Notwithstanding a variance from the foregoing sentence, if any exceptions on the Title Report or any current legal description of the objections set forth in a written notice from Purchaser consist of delinquent taxesReal Property, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrancescreation of any exception or encumbrance against or respecting the Real Property, provided that (1) Seller’s obligation to incur costs and expenses without in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in each case the aggregate and (2) the foregoing aggregate limitation prior written consent of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) Buyer, which consent shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to be unreasonably withheld or created by Sellerdelayed.

Approval of Title. (a) Purchaser has approved Promptly following execution of this Agreement but in no event later than five (5) days following Opening of Escrow, a preliminary title report shall be issued by Chicago Title Insurance Company (“Title Company”), describing the state of title of the Property, together with legible copies of all title exceptions and survey a map plotting all easements (“Preliminary Title Report”). Within fifteen (15) business days after ▇▇▇▇▇'s receipt of the Preliminary Title Report, Buyer shall notify Seller in writing (“Buyer's Title Notice”) of ▇▇▇▇▇'s disapproval of any matters set forth on Schedule 2.4(a) attached heretocontained in the Preliminary Title Report (“Disapproved Exceptions”). (b) Purchaser In the event Buyer delivers Buyer's Title Notice within said period, Seller shall have five a period of ten (510) business days after receipt of a Buyer's Title Update, if any, Notice in which to notify Buyer of Seller, in writing, of such objections as Purchaser may have 's election to anything contained in such Title Update other than Permitted either (i) agree to attempt to remove the Disapproved Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the ClosingClose of Escrow; or (ii) decline to remove any such Disapproved Exceptions (“Seller's Notice”). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects notifies Buyer of its election to attempt decline to cure any or all of such objections, Seller shall have remove the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s noticeDisapproved Exceptions, or if Seller fails is unable to remove the Disapproved Exceptions (despite using reasonable commercial efforts) other than any obligations of Buyer under Section 7), Buyer may elect either to effect a cure of those objections which it elected to attempt to cure prior to terminate this Agreement and the Closing (Escrow or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of title to the Property subject to the Permitted Exceptions and any matter objected to Disapproved Exception(s). Buyer shall exercise such election by Purchaser which Seller is unwilling or unable to cure (each delivery of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, Seller and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, Escrow Holder within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept following the conveyance under clause earlier of (i) the date of the immediately preceding sentence written advice from Seller that such Disapproved Exception(s) cannot be removed; or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure date Seller declines to notify Seller of termination of this Agreement within remove such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of the Property without reduction of the Purchase PriceDisapproved Exception(s). (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation Upon the issuance of any kind amendment or nature whatsoever supplement to the Preliminary Title Report which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to seven (express or implied7) days following receipt of notice of such additional exceptions. (d) Nothing to cure any title matter the contrary herein withstanding, Buyer shall be deemed to have automatically objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgagesall leases, deeds of trust, security agreementsmortgages, construction or mechanics’ judgment liens, federal and state income tax liens or other liens or charges in a fixed sum liens, delinquent general and special real property taxes and assessments and similar monetary encumbrances affecting the Property (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”excluding any such items caused by Buyer), then and Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) any such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation non-permitted title matter of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented record prior to or created by Sellerconcurrently with the Close of Escrow except as otherwise specifically provided in this Agreement.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (a6) Purchaser has approved all title days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser to title, if any, will be accepted by Buyer. Seller shall have five three (53) business days after receipt of a Title Update, if any, Buyer’s objections to notify Seller, in writing, of give to Buyer: (A) written notice that Seller will remove such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled objectionable exceptions on or before the Closing Date, then Purchaser shall deliver such ; or (B) written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the three (53) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the earlier of (i) above three (3) days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Property without reduction Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Purchase Price. expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (cA) Unless expressly agreed and fails to by Sellerremove any such objectionable exceptions from title prior to the Closing Date, Seller and Buyer is unwilling to take title subject thereto, Buyer shall have no responsibility or obligation of any kind or nature whatsoever (express or impliedthe right to elect to terminate this Agreement and Section 14(a) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of the objections set forth in a written notice from Purchaser consist of delinquent taxesmoney, mortgages, deeds of trust, security agreements, construction or such as mechanics’ liens, tax materialmen’s liens or other and judgment liens, and the liens or charges in a fixed sum (or capable of computation as a fixed sum) deeds of trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include non-delinquent assessments or bond amounts encumbering 941120.4 the Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary EncumbrancesLiens caused by Seller, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) subject in the aggregate and (2) case of the foregoing aggregate limitation lien in favor of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) the Existing Lender, to the Existing Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall not apply include the Title Company’s willingness to any liens securing loans made endorse over such exception or provide affirmative assurance to Seller and any other Monetary Encumbrances that were caused, assumed, consented Buyer of no loss or damage to or created by SellerBuyer from such exception.

Approval of Title. (a) Purchaser has approved The Company shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all title exceptions and survey matters set forth documents referred to in the PTR (other than encumbrances to be discharged by Contributors on Schedule 2.4(a) attached heretoor before Closing). (b) Purchaser Contributors shall have five cause the PTR and all supporting materials, including copies of all documents referred to in the PTR to be delivered to the Company by 4:00 p.m., Pacific time, on or before the third (53rd) business days Business Day after receipt the Effective Date (the "TITLE DELIVERY DATE"). On or before the seventh (7th) Business Day from and after delivery to the Company of a Title Updatethe PTR and all supporting materials, the Company shall notify Contributors and Escrow Holder in writing which exceptions to title shown in the PTR, if any, will not be accepted by the Company (collectively, the "DISAPPROVED TITLE MATTERS"); all other matters and exceptions to title shown in the PTR shall be deemed approved by the Company. If the Company fails to notify SellerContributors and Escrow Holder within the required time period of any Disapproved Title Matters, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period Company shall be deemed to be an irrevocable election under clause have disapproved the condition to the Real Property as to such title and survey matters. If the Company notifies Contributors of any Disapproved Title Matters, Contributors shall have until 5:00 p.m., Pacific time, on the second (2nd) Business Day after Contributors' receipt of such notice to notify the Company and Escrow Holder in writing that: (i) above Contributors shall use their reasonable efforts to accept conveyance of either (A) cause any Disapproved Title Matters to be removed by the Property without reduction of Closing, or (B) obtain, at Contributors' expense, 38 45 an endorsement or other curative effect acceptable to the Purchase PriceCompany in the Company's sole and absolute discretion; or (ii) Contributors elect not to cause any such Disapproved Title Matters to be removed. (c) Unless expressly agreed to by SellerIf Contributors give the Company and Escrow Holder notice under subsection (b)(ii) above, Seller the Company shall have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentenceuntil 5:00 p.m., if any exceptions Pacific time, on the Title Report or third (3rd) Business Day after the Company's receipt of such notice to notify Contributors and Escrow Holder that (i) the Company revokes its disapproval of such exceptions(s) and will proceed with the purchase without any of reduction in the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”Purchase Price and take title to the Property subject to such exception(s), then Seller shall be obligated to pay and discharge or (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2ii) the Company will terminate this Agreement, in which case the terms and provisions of Section 12.17. The foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) procedure shall not apply also be applicable to any liens securing loans made new matters which are disclosed in any updates, supplements or amendment to Seller and any other Monetary Encumbrances that were caused, assumed, consented to the PTR or created by SellerSurvey.

Approval of Title. (a) Purchaser has approved Promptly following execution of this Agreement (but in no event later than ten (10) days following Opening of Escrow), Seller shall cause to be delivered to Buyer a preliminary title report issued through North American Title Company (the “Title Company”), describing the state of title of the Property, together with legible copies of all exceptions specified therein (the “Preliminary Title Report”). Buyer shall notify Seller in writing (“Buyer’s Title Notice”) of ▇▇▇▇▇’s approval of all matters contained in the Preliminary Title Report or of any objections Buyer may have to title exceptions and survey or other matters set forth on Schedule 2.4(a(“Disapproved Exceptions”) attached heretocontained in the Preliminary Title Report within fifteen (15) business days after ▇▇▇▇▇’s receipt of the Preliminary Title Report (“Buyer’s Title Notice”). (b) Purchaser In the event Buyer delivers Buyer’s Title Notice within said period, Seller shall have five a period of ten (510) business days after receipt of a Buyer’s Title Update, if any, Notice in which to notify Buyer of Seller, in writing, of such objections as Purchaser may have ’s election to anything contained in such Title Update other than Permitted either (i) agree to attempt to remove the Disapproved Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, Close of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase PriceEscrow; or (ii) decline to terminate this Agreement by sending written notice thereof remove any such Disapproved Exceptions (“Seller’s Notice”). Seller shall only elect to decline to remove Disapproved Exceptions which Seller in good faith believes Seller’s reasonable efforts would not result in removal or as to which removal would result in cost or expense to Seller in excess of $1,000 escrow fees, and upon delivery of such notice of terminationrecording, this Agreement shall terminate and the etc. Seller’s failure to deliver ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice Notice within said five ten (510) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed Seller’s election to be an irrevocable decline to remove the Disapproved Exceptions. If Seller notifies Buyer of its election under clause to decline to remove the Disapproved Exceptions, if Seller is deemed to have elected to decline to remove the Disapproved Exceptions or if Seller is unable to remove the Disapproved Exceptions, Buyer may elect either to terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller and Escrow Holder within ten (10) days following the earlier of (i) above the date of written advice from Seller that such Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines or is deemed to accept conveyance of the Property without reduction of the Purchase Pricehave declined to remove such Disapproved Exception(s). (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation Upon the issuance of any kind amendment or nature whatsoever (express or implied) supplement to cure any title matter objected to by Purchaser. Notwithstanding the Preliminary Title Report which adds additional exceptions, the foregoing sentenceright of review and approval shall also apply to said amendment or supplement, if provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions on the Title Report or any shall be limited to ten (10) days following receipt of notice of such additional exceptions, together with copies of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Sellerunderlying documents referenced therein.

Approval of Title. Seller has provided to Buyer a copy of Seller’s existing title policy. Buyer shall cause the Title Agent, in its capacity as the agent of the Title Company, to prepare a title commitment issued by the Title Company covering the Property and including endorsements as Buyer may request for the Title Policy (a) Purchaser has approved the “Commitment”), together with copies of all title documents referenced in the Commitment, agreeing to issue to Buyer, upon recording of the Deed, the Title Policy. Prior to the Approval Date, Buyer shall advise Seller what exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt of a Title Updateto title, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing)will be accepted by Buyer. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five three (53) business days Business Days after receipt of PurchaserBuyer’s objections to give to Buyer: (A) written notice of objections, that Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any will remove such objectionable exceptions on or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of before the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty Date; or (60B) days after the Outside Closing Date. If written notice that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the three (53) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (iB), Buyer shall have until three (3) above Business Days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Property without reduction expiration of such three (3) Business Day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Purchase Price. (cClosing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(b)(i) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens and judgment liens, and the objections set forth in a written notice from Purchaser consist liens of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary EncumbrancesLiens caused by Seller, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) subject in the aggregate and (2) case of the foregoing aggregate limitation lien in favor of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) the Senior Lender, to the Senior Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall not apply include the Title Company’s willingness to any liens securing loans made endorse over such exception or provide affirmative assurance to Seller and any other Monetary Encumbrances that were caused, assumed, consented Buyer of no loss or damage to or created by SellerBuyer from such exception.

Approval of Title. (a) Purchaser has approved all title exceptions ▇▇▇▇▇ and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt Seller acknowledge Seller’s delivery to Buyer of a Title Update, if any, to notify Seller, in writing, preliminary title report under the Construction Agreement covering title matters through and including the date of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments execution of the Closing if additional time is requiredConstruction Agreement. Promptly following execution of this Agreement, but in no event later than ten (10) calendar days following Opening of Escrow, Seller shall furnish Buyer with a supplemental preliminary title report (“SPTR”) issued by the adjournmentsTitle Company, describing the state of title of the Property, together with copies of all exceptions specified therein and a map plotting all easements specified therein. The Title Officer shall be ▇▇▇ ▇▇▇▇▇, who may be contacted at (▇▇▇) ▇▇▇-▇▇▇▇, and/or other appropriate personnel of the Title Company authorized and qualified to provide title services. Within ten (10) calendar days after ▇▇▇▇▇’s receipt of the SPTR, Buyer shall notify Seller in writing ("Buyer's Title Notice") of Buyer's approval of all matters contained in the aggregateSPTR or of any objections Buyer may have to title exceptions or other matters ("Disapproved Exceptions") contained in the SPTR, exceed sixty provided, however, that any Disapproved Exceptions shall be limited to title exceptions or other matters that were recorded subsequent to the date of execution of the Construction Agreement. If ▇▇▇▇▇ fails to deliver ▇▇▇▇▇'s Title Notice within said ten (6010) calendar day period, Buyer shall be conclusively deemed to have approved the SPTR and all matters shown therein, including those standard preprinted exceptions and exclusions of the Title Company (Permitted Exceptions) unless a time extension to this provision has been approved in writing amongst the Parties.‌‌ (a) In the event Buyer delivers Buyer's Title Notice or ▇▇▇▇▇ is deemed to have disapproved of the SPTR, Seller shall have a period of ten (10) calendar days after receipt of Buyer's Title Notice in which to notify Buyer of Seller's election to either (i) agree to attempt to remove the Outside Closing DateDisapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any such Disapproved Exceptions ("Seller's Notice"). Seller's failure to deliver Seller's Notice within said ten (10) calendar day period shall be deemed Seller's election to decline to remove the Disapproved Exceptions. If Seller elects not notifies Buyer of its election to attempt decline to cure any objections specified in Purchaser’s noticeremove the Disapproved Exceptions, if Seller is deemed to have elected to decline to remove the Disapproved Exceptions, or if Seller fails (despite using reasonable commercial efforts) is unable to effect a cure of those objections which it elected remove the Disapproved Exceptions, Buyer may elect either to attempt to cure prior to terminate this Agreement and the Closing (Escrow or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of title to the Property subject to the Permitted Exceptions Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller and any matter objected to by Purchaser which Escrow Holder within five (5) calendar days following the earlier of (i) the date of written advice from Seller is unwilling or unable to cure (each of which shall also that such Disapproved Exception(s) cannot be deemed to be Permitted Exceptions), without reduction of the Purchase Priceremoved; or (ii) the date Seller declines or is deemed to terminate this Agreement by sending written have declined to remove such Disapproved Exception(s).‌‌ (b) Upon the issuance of any amendment or supplement to the SPTR which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement, provided, however, that Buyer's initial period of review and approval or disapproval of any such additional exceptions shall be limited to ten (10) calendar days following receipt of notice thereof of such additional exceptions.‌ (c) Nothing to Sellerthe contrary herein withstanding, Buyer shall be deemed to have automatically objected to all deeds of trust, mortgages and similar monetary liens affecting the Property recorded subsequent to the execution date of the Construction Agreement, and upon delivery Seller shall discharge any such non-permitted title matter of record prior to or concurrently with the Close of Escrow. (▇) ▇▇▇▇▇ acknowledges that approval of Title is essential to the successful completion of HDGC and conveyance of the Property herein contemplated. For that reason Buyer must notify Seller in writing of its approval of Title in accordance with the time specified in this Section 6.1. Failure to deliver such notice of termination, this Agreement to Seller shall terminate and the be conclusively deemed ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination ’s approval of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of the Property without reduction of the Purchase Priceall Title matters. (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Seller.

Approval of Title. (a) Except for Monetary Encumbrances and as reflected in the pro forma policy attached hereto as Exhibit I, Purchaser has approved all title exceptions matters disclosed by the Title Report and survey matters set forth on Schedule 2.4(a) attached heretothe Survey. (b) Purchaser shall have five (5) business days after receipt of a Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) business days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligationobligation (other than as explicitly set forth in this Agreement with respect to Monetary Encumbrances and certain other objections), to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objectionsobjections (or, if sooner, two (2) business days prior Closing), Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty thirty (6030) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial effortsfor any reason or no reason) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, (x) this Agreement shall terminate and terminate, (y) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and (z) thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. Agreement If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereofthereof or (D) Seller fails to timely cure any such title objection, then, in any such event, Purchaser shall, within five (5) business days after such notice has been given (or within five (5) business days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (iii) above to accept conveyance terminate this Agreement and, in such event, (1) this Agreement shall terminate, (2) the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and (3) thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If any time period contained in this Section 2.3(b) would end after the Property without reduction Outside Closing Date, same shall be automatically adjourned to the business day immediately after the expiration of the Purchase Pricesuch time period. (c) Unless expressly agreed to by Seller, In no event and under no circumstances shall Seller have no any responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by PurchaserPurchaser other than as set forth in this Section 2.3(c). Notwithstanding the foregoing sentencesentence or anything else to the contrary contained in this Agreement, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser (A) consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, fines arising from outstanding violations, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum), or (B) were caused, assumed, consented to or created by Seller (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure overover in a manner reasonably satisfactory to Purchaser) such Monetary Encumbrances without limitation as to the cost thereof. Seller shall use its commercially reasonable efforts to cure any title matter objected to by Purchaser other than Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all any such title objections other than Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate. Notwithstanding anything to the contrary contained herein, if Seller does not pay or discharge (i) a Monetary Encumbrance, Purchaser can elect to either consummate the transactions contemplated hereby and receive a credit to the Purchase Price in the amount required to remove, release and satisfy in full such Monetary Encumbrance or terminate this Agreement (in which event this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser) or (ii) a title matter other than a Monetary Encumbrance, Purchaser can elect to either consummate the transactions contemplated hereby (in which event it will receive a credit to the Purchase Price in the amount required to remove, release or satisfy in full such title matter, such credit not to exceed $250,000 less the aggregate amount theretofore expended by Seller to discharge title matters other than Monetary Encumbrances) or terminate this Agreement (in which event this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser). (2d) If Purchaser terminates this Agreement pursuant to this Section 2.3 by reason of (x) a Title Objection that related to a matter that first arose after the foregoing Effective Date by reason of an action by Seller in violation of this Agreement or (y) a Monetary Encumbrance that Seller fails to discharge in accordance with Section 2.3(c), then Purchaser shall be reimbursed by Seller for all of Purchaser’s documented third party costs incurred in connection with the transactions contemplated by this Agreement, including the negotiation of this Agreement, in an aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars (amount not to exceed $250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Seller.

Approval of Title. (a) Purchaser has approved all title exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt Promptly following execution of a Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is requiredAgreement, but in no event later than ten (10) Business Days following Opening of Escrow, Seller shall furnish Buyer with a Preliminary Title Report (“PTR”) issued through the adjournmentsTitle Company, in describing the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure state of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance title of the Property subject to the Permitted Exceptions Property, together with copies of all exceptions specified therein and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which a map plotting all easements specified therein. The Title Company shall also be deemed to be Permitted Exceptions)Chicago Title Guaranty Company, without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Money ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, (▇▇▇) ▇▇▇-▇▇▇▇. The Title Officer shall be returned ▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇, who can be contacted at (▇▇▇) ▇▇▇-▇▇▇▇, and/or other appropriate personnel of the Title Company authorized and qualified to Purchaserprovide title services. Buyer shall notify Seller in writing (“Buyer’s Title Notice”) of ▇▇▇▇▇’s approval of all matters contained in the PTR or of any objections Buyer may have to title exceptions or other matters (“Disapproved Exceptions”) contained in the PTR within ten (10) Business Days of receiving the PTR. If ▇▇▇▇▇ fails to deliver ▇▇▇▇▇’s Title Notice within said period, Buyer shall be conclusively deemed to have disapproved the PTR and thereafter neither party hereto all matters shown therein. (a) In the event Buyer delivers Buyer’s Title Notice rejecting certain title matters contained in the PTR, or is deemed to have disapproved such matters, Seller shall have any further rights, obligations or liabilities hereunder except a period of five (5) Calendar Days after receipt of Buyer’s Title Notice in which to the extent that any right, obligation or liability set forth herein expressly survives termination notify Buyer of this Agreement. If: Seller’s election to either (Ai) Seller notifies Purchaser that Seller does not intend agree to attempt to cure remove the Disapproved Exceptions prior to the Close of Escrow; or (ii) decline to remove any title objectionsuch Disapproved Exceptions (“Seller’s Notice”); (B) provided, however, if the exception was caused by Seller fails or can be removed by Seller at no or minimal cost, Seller shall remove the Exception. Seller’s failure to respond to Purchaserdeliver Seller’s notice Notice within said five (5) business day period; Calendar Day period shall be deemed Seller’s election to decline to remove the Disapproved Exceptions. If Seller notifies Buyer of its election to decline to remove the Disapproved Exceptions, if Seller is deemed to have elected to decline to remove the Disapproved Exceptions, or (C) ifif Seller is unable to remove the Disapproved Exceptions, having commenced attempts Buyer may elect either to cure any objection, terminate this Agreement and the Escrow or to accept title to the Property subject to the Disapproved Exception(s). Buyer shall exercise such election by delivery of written notice to Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, and Escrow Holder within five (5) days after Calendar Days following the earlier of (i) the date of written advice from Seller that such notice has been given Disapproved Exception(s) cannot be removed; or (ii) the date Seller declines or within is deemed to have declined to remove such Disapproved Exception(s). (b) Upon the issuance of any amendment or supplement to the PTR which adds additional exceptions, the foregoing right of review and approval shall also apply to said amendment or supplement; provided, however, that Buyer’s initial period of review and approval or disapproval of any such additional exceptions shall be limited to five (5) days after SellerCalendar Days following receipt of notice of such additional exceptions. Notwithstanding the foregoing, ▇▇▇▇▇’s five Title Notice and Review period shall automatically terminate three (53) business day period Business Days prior to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) Close of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. PurchaserEscrow and Buyer’s failure to notify tender Buyer’s Title Notice to Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance Buyer’s automatic and conclusive approval of the Property without reduction of the Purchase PricePTR. (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Seller.

Approval of Title. (aPrior to the Approval Date, Buyer shall advise Transferors what exceptions to title, if any, will not be accepted by Buyer. Transferors shall be obligated to remove any objectionable exception which can be removed with the payment of a liquidated sum of money. Transferors' failure to cure any such monetary objection shall constitute a breach of Transferors' obligations under this Section 4(e) Purchaser has approved all title exceptions and survey matters shall entitle Buyer to the remedies set forth on Schedule 2.4(a) attached hereto. (b) Purchaser in the Guaranty Agreement. With respect to any objectionable exception which cannot be removed with the payment of a liquidated sum of money, Transferors shall have five fifteen (515) business days after receipt of a Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of Buyer's objections to title or give to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. IfBuyer: (A) Seller notifies Purchaser written notice that Seller does not intend to attempt to cure any title objectionTransferors will remove such objectionable exceptions on or before the Closing Date; or (B) Seller fails written notice that Transferors elect not to respond cause such exceptions to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentencebe removed. Purchaser’s Transferors' failure to notify Seller of termination of this Agreement give notice to Buyer within such five the fifteen (515) business day period shall be deemed to be an irrevocable Transferors' election not to cause such exceptions to be removed. If Transferors give Buyer notice or are otherwise deemed to have elected to proceed under clause (B), Buyer shall have until ten (10) business days after receipt of Transferors' actual or deemed notice as to Transferors' unwillingness to cause such exceptions to be removed to elect (i) above to accept conveyance of proceed to close the Property without reduction of the Purchase Price. (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections transaction as set forth in a written notice from Purchaser consist this Agreement, or (ii) to proceed to close the transaction without purchasing any Property that is subject, as of delinquent taxesthe Closing Date, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum to any uncured objectionable non-monetary exception that materially and negatively impairs the Property (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”"Impaired Property"), then Seller in which event the Consideration will be reduced by the Allocated Price of such Impaired Property, or (iii) to terminate this Agreement pursuant to Section 13(a). If Buyer fails to give Transferors notice of its election on or before the expiration of such ten (10) business day period, Buyer shall be obligated deemed to pay have elected to proceed to close the transaction without purchasing the Impaired Property and discharge for the appropriately reduced Consideration, and to have waived any right to terminate this Agreement under this provision. If Transferors give notice pursuant to clause (or cause A) and fail to remove any such objectionable exceptions from title prior to the Title Company Closing Date despite Transferors good faith efforts to insure overthe contrary, Buyer shall have the same rights and options set forth in (i), (ii) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2iii) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Sellerabove in this Section 4(e).

Approval of Title. (a) Purchaser has approved all title exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser Promptly after the Effective Date, Seller shall have five (5) business days after receipt request that the Title Company deliver to Buyer a commitment of a Title UpdateCLTA 2006 owner’s policy of title insurance in the amount of the Consideration with links to or copies of any underlying exceptions or documents referenced therein. Prior to the Approval Date, Buyer shall advise Seller what exceptions to title, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing)will be accepted by Buyer. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five three (53) business days Business Days after receipt of PurchaserBuyer’s objections to give to Buyer: (A) written notice of objections, that Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any will remove such objectionable exceptions on or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of before the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty Date; or (60B) days after the Outside Closing Date. If written notice that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the three (53) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (iB), Buyer shall have until three (3) above Business Days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Property without reduction expiration of such three (3) Business Day period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Purchase Price. (cClosing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens and judgment liens, and the objections set forth in a written notice from Purchaser consist liens of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created Liens caused by Seller. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Substantially concurrent with the execution of this Agreement, the Title Company shall prepare and promptly deliver to Buyer title commitments with respect to each Individual Property, together with copies of all recorded instruments specified therein (aindividually a “Title Commitment” and collectively, the “Title Commitments”). Buyer may at its sole cost and expense order an updated ALTA/NSPS current survey of each Individual Property (individually a “Survey” and collectively, the “New Surveys”). Buyer hereby acknowledges receipt of the Title Commitments and the existing as built surveys (collectively, the “Existing Surveys”) Purchaser has approved of the Property. Not later than fifteen (15) days after the Effective Date, Buyer shall notify Seller and Title Company in writing (“Buyer’s Title Notice”) of Buyer’s approval of all matters contained or referenced in the Title Commitments, the Existing Surveys and/or the New Surveys or of any objections Buyer may have to title exceptions and survey or other matters set forth on Schedule 2.4(acontained in the Title Commitments, or the Existing Surveys and/or the New Surveys (the “Disapproved Title Matters”). If Buyer fails to timely deliver Buyer’s Title Notice either approving of the condition of title or identifying certain Disapproved Title Matters, Buyer shall be deemed to have approved of the condition of title to the Real Property as disclosed by the Title Commitments. If Buyer timely delivers Buyer’s Title Notice objecting to certain Disapproved Title Matters, Seller shall have five (5) attached hereto. business days to deliver a written response as to whether Seller will cure and/or remove some or all of the Disapproved Title Matters (b) Purchaser “Seller’s Title Response”). If Seller fails to timely deliver Seller’s Title Response, it will be conclusively presumed that Seller elects to cure and/or remove all Disapproved Title Matters. Buyer shall have five (5) business days after receipt delivery of a Seller’s Title UpdateResponse, if anySeller delivers a Seller’s Title Response, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such provide written notice to Seller prior electing to either (1) accept Seller’s Title Response; or (2) terminate this Agreement and receive a full return of the Deposit (less the Non-Refundable Portion which shall be paid to Seller, unless Buyer’s termination relates to Seller’s unwillingness to cure a Mandatory Cure Item), after which the parties shall have no further obligations to each other (except for those obligations hereunder which survive termination) (“Buyer’s Title Response”). If Buyer fails to deliver Buyer’s Title Response, Buyer will be deemed to have accepted Seller’s Title Response. From and after the date that Buyer delivers Buyer’s Title Notice, upon the issuance of any amendment or supplement to any Title Commitment which adds additional exceptions to the Closing). In Title Commitment and Buyer’s receipt of any New Survey, the event Purchaser foregoing right of review and approval shall notify Selleralso apply to said amendment, in writingsupplement or New Survey, provided, however, that Buyer’s period of objections review and approval or disapproval of any such additional exceptions (and consequently, Buyer’s waiver of objection or election to title or terminate, as applicable) shall be limited to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within date that is five (5) business days after following receipt of Purchaser’s notice of objectionssuch additional exceptions or New Survey and all underlying documents pertaining thereto (provided further that said additional review period shall be inapplicable to any exceptions or matters which are shown on the Existing Survey or otherwise noted by Title Company based upon Title Company’s review of any New Survey received by Buyer prior to Buyer’s delivery of Buyer’s Title Notice). All title and survey matters that are either affirmatively approved by Buyer or deemed approved by Buyer in accordance with this Section 3.3, together with the Assumable Loans, shall be collectively referred to in this Agreement as the “Permitted Exceptions”. Notwithstanding anything to the contrary set forth in this Agreement, Seller agrees, at or prior to Closing, (i) to cause the Title Company to delete from each Title Policy any exception for real estate taxes and assessments due and payable for any period prior to Closing, (ii) except for the Assumable Loans, remove any lien in a liquidated amount created by the acts or omissions of Seller against all or any part of the Real Property including, without limitation, any mortgage (other than payment of the Defeasance/Prepayment Costs, which shall notify Purchaser be paid by Buyer), mechanics’, or similar lien or encumbrance that can be satisfied and discharged with the payment of a specified amount of money, (iii) to cause the Title Company to delete from each Title Policy the standard preprinted exceptions that are typically omitted from an owner’s title policy where the Real Property is located, (iv) remove any items filed by Seller after the effective date of a Title Commitment, except to the extent approved by Buyer in writing whether Seller elects writing, and (v) either (I) convey to attempt Buyer fee simple title that is insurable by the Title Company to cure any that certain real property identified as “Except Parcel IV” as shown on the Existing Survey for the Hartshire Property (“Except Parcel IV”), together with all improvements thereon and all appurtenances, streets, alleys, easements, rights-of-way in or to all streets or other interests in, on, across, in front of, abutting, or adjoining such real property, (II) provide written confirmation from the Town of such objections. If Seller elects Bargersville that the Town of Bargersville owns fee simple title to attempt Except Parcel IV and publicly maintains Hartshire East Drive as shown on the Existing Survey for the Hartshire Property, or (III) provide other evidence reasonably satisfactory to cure any or all of such objections, Seller Buyer confirming that Buyer shall have dedicated access to the right Hartshire Property via Hartshire East Drive (items (i) through (v) being collectively referred to attempt herein as the “Mandatory Cure Items”). In no event shall any Mandatory Cure Item be considered a Permitted Exception for the purposes set forth in this Agreement. Except with respect to removeany amendment or supplement to any Title Commitment which adds additional exceptions to the Title Commitment as set forth above, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournmentstimeframes for notification and response under this Section 3.3 extend beyond the Due Diligence Period, in it being agreed that Buyer shall either be satisfied with the aggregateTitle Commitments, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s noticeExisting Surveys and/or New Surveys, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to will terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of the Property without reduction of the Purchase Price. (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Seller.

Approval of Title. (a) Purchaser has approved Buyer shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all title exceptions and survey matters set forth documents referred to in the PTR (other than encumbrances to be discharged by Seller on Schedule 2.4(a) attached heretoor before Closing). (b) Purchaser Seller shall have five request the Title Company to cause the PTR and legible copies of all supporting materials, including copies of all exception documents referred to in the PTR to be delivered to Buyer by 5:00 p.m., Pacific time, on or before the fifth (55th) business days Business Day after receipt the Effective Date (the "Title Delivery Date"). On or before the fifth (5th) Business Day from and after delivery to Buyer of a Title Updatethe PTR and all supporting materials, Buyer shall notify Seller and Escrow Holder in writing which exceptions to title shown in the PTR, if any, will not be accepted by Buyer (collectively, the "Disapproved Title Matters"); all other matters and exceptions to title shown in the PTR shall be deemed approved by Buyer. If Buyer fails to notify SellerSeller and Escrow Holder within the required time period of any Disapproved Title Matters, in writing, of such objections as Purchaser may Buyer shall be deemed to have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior approved the condition to the Closing)Real Property as to such title matters. In the event Purchaser shall notify Seller, in writing, If Buyer notifies Seller of objections to title or to matters shown on a any Disapproved Title UpdateMatters, Seller shall have until 5:00 p.m., Pacific time, on the rightfifth (5th) day after Seller's receipt of such notice to notify Buyer and Escrow Holder in writing that: (i) Seller shall use its reasonable efforts to either (A) cause any Disapproved Title Matters to be removed by the Closing, or (B) obtain, at Seller's expense, an endorsement or other curative effect acceptable to Buyer in Buyer's sole and absolute discretion (in which case, Seller may extend the Closing Date for such period as shall be required to effect such cure, but not the obligation, to cure such objections. Within five beyond ten (510) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty calendar days); or (60ii) days after the Outside Closing Date. If Seller elects not to attempt to cure cause any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed such Disapproved Title Matters to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of the Property without reduction of the Purchase Priceremoved. (c) Unless expressly agreed If Seller gives Buyer and Escrow Holder notice under subsection (b)(ii) above, or if Seller gives notice under subsection (b)(ii) above, but later provides notice to by Seller, Buyer that Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) has been unable to cure any title matter objected to by Purchaser. Notwithstanding or remove the foregoing sentenceapplicable Disapproved Title Matter, if any exceptions then Buyer shall have until 5:00 p.m., Pacific time, on the Title Report or fifth (5th) Business Day after Buyer's receipt of either such notice to notify Seller and Escrow Holder that (i) Buyer revokes its disapproval of such exceptions(s) and will proceed with the purchase without any of reduction in the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”Purchase Price and take title to the Property subject to such exception(s), then Seller or (ii) Buyer will terminate this Agreement. The foregoing procedure shall also be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply applicable to any liens securing loans made new matters which are disclosed in any updates, supplements or amendment to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Sellerthe PTR.

Approval of Title. (a) Purchaser has approved The Company shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all title exceptions and survey matters set forth documents referred to in the PTR (other than encumbrances to be discharged by Contributors on Schedule 2.4(a) attached heretoor before Closing). (b) Purchaser Contributors shall have five cause the PTR and all supporting materials, including copies of all documents referred to in the PTR to be delivered to the Company by 4:00 p.m., Pacific time, on or before the third (53rd) business days Business Day after receipt the Effective Date (the "TITLE DELIVERY DATE"). On or before the seventh (7th) Business Day from and after delivery to the Company of a Title Updatethe PTR and all supporting materials, the Company shall notify Contributors and Escrow Holder in writing which exceptions to title shown in the PTR, if any, will not be accepted by the Company (collectively, the "DISAPPROVED TITLE MATTERS"); all other matters and exceptions to title shown in the PTR shall be deemed approved by the Company. If the Company fails to notify SellerContributors and Escrow Holder within the required time period of any Disapproved Title Matters, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period Company shall be deemed to be an irrevocable election under clause have disapproved the condition to the Real Property as to such title and survey matters. If the Company notifies Contributors of any Disapproved Title Matters, Contributors shall have until 5:00 p.m., Pacific time, on the second (2nd) Business Day after Contributors' receipt of such notice to notify the Company and Escrow Holder in writing that: (i) above Contributors shall use their reasonable efforts to accept conveyance of either (A) cause any Disapproved Title Matters to be removed by the Property without reduction of Closing, or (B) obtain, at Contributors' expense, an endorsement or other curative effect acceptable to the Purchase PriceCompany in the Company's sole and absolute discretion; or (ii) Contributors elect not to cause any such Disapproved Title Matters to be removed. (c) Unless expressly agreed to by SellerIf Contributors give the Company and Escrow Holder notice under subsection (b)(ii) above, Seller the Company shall have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentenceuntil 5:00 p.m., if any exceptions Pacific time, on the Title Report or third (3rd) Business Day after the Company's receipt of such notice to notify Contributors and Escrow Holder that (i) the Company revokes its disapproval of such exceptions(s) and will proceed with the purchase without any of reduction in the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”Purchase Price and take title to the Property subject to such exception(s), then Seller shall be obligated to pay and discharge or (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2ii) the Company will terminate this Agreement, in which case the terms and provisions of Section 12.17. The foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) procedure shall not apply also be applicable to any liens securing loans made new matters which are disclosed in any updates, supplements or amendment to Seller and any other Monetary Encumbrances that were caused, assumed, consented to the PTR or created by SellerSurvey.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than four (a4) Purchaser has approved all title Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt of a Title Updateto title, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing)will be accepted by Buyer. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five two (52) business days Business Days after receipt of PurchaserBuyer’s objections to give to Buyer: (A) written notice of objections, that Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any will remove such objectionable exceptions on or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of before the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty Date; or (60B) days after the Outside Closing Date. If written notice that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the two (52) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the earlier of (i) above two (2) Business Days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Property without reduction Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Purchase Price. expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (cA) Unless expressly agreed and fails to by Sellerremove any such objectionable exceptions from title prior to the Closing Date, Seller and Buyer is unwilling to take title subject thereto, Buyer shall have no responsibility or obligation of any kind or nature whatsoever (express or impliedthe right to elect to terminate this Agreement and Section 14(a) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of the objections set forth in a written notice from Purchaser consist of delinquent taxesmoney, mortgages, deeds of trust, security agreements, construction or such as mechanics’ liens, tax materialmen’s liens or other and judgment liens, and the liens or charges in a fixed sum (or capable of computation as a fixed sum) deeds of trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include non-delinquent assessments or bond amounts encumbering the Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing, and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Liens caused by Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created assumed by Seller. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (a6) Purchaser has approved all title Business Days prior to the end of the Due Diligence Period, Buyer shall advise Seller what exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt of a Title Updateto title, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing)will be accepted by Buyer. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five three (53) business days Business Days after receipt of PurchaserBuyer’s objections to give to Buyer: (A) written notice of objections, that Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any will remove such objectionable exceptions on or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of before the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty Date; or (60B) days after the Outside Closing Date. If written notice that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the three (53) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) above three (3) Business Days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed, or (ii) the end of the Property without reduction Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Purchase Price. expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (cA) Unless expressly agreed and fails to by Sellerremove any such objectionable exceptions from title prior to the Closing Date, Seller and Buyer is unwilling to take title subject thereto, Buyer shall have no responsibility or obligation of any kind or nature whatsoever (express or impliedthe right to elect to terminate this Agreement and Section 14(a) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens and judgment liens, and the objections set forth in a written notice from Purchaser consist liens of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include non-delinquent assessments or bond amounts encumbering the property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created Liens caused by Seller, including the lien in favor of the Existing Lender. Buyer agrees that “removal” of an exception shall include the Title Company’s willingness to endorse over such exception or provide affirmative assurance to Buyer of no loss or damage to Buyer from such exception.

Approval of Title. Promptly after the Effective Date, Seller shall request that the Closing Attorney deliver to Buyer a Preliminary Title Report or Title Commitment (aas applicable in the State in which the Property is located) Purchaser has approved all title with links to or copies of any underlying exceptions and survey matters set forth on Schedule 2.4(aor documents referenced therein. No later than six (6) attached hereto. (b) Purchaser Business Days prior to the end of the Due Diligence Period, Buyer shall have five (5) business days after receipt of a Title Updateadvise Seller what exceptions to title, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing)will be accepted by Buyer. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five three (53) business days Business Days after receipt of PurchaserBuyer’s objections to give to Buyer: (A) written notice of objections, that Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any will remove such objectionable exceptions on or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of before the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty Date; or (60B) days after the Outside Closing Date. If written notice that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the three (53) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (B), Buyer shall have until the later of (i) above three (3) Business Days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause Purchase and Sale Agreement such exceptions to be removed, or (ii) the end of the Property without reduction Due Diligence Period, to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Purchase Price. expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (cA) Unless expressly agreed and fails to by Sellerremove any such objectionable exceptions from title prior to the Closing Date, Seller and Buyer is unwilling to take title subject thereto, Buyer shall have no responsibility or obligation of any kind or nature whatsoever (express or impliedthe right to elect to terminate this Agreement and Section 14(a) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of money, such as mechanic’s liens, materialmen’s liens and judgment liens, and the objections set forth in a written notice from Purchaser consist liens of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include non-delinquent assessments or bond amounts encumbering the Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary EncumbrancesLiens caused by Seller, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) subject in the aggregate and (2) case of the foregoing aggregate limitation lien in favor of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) the Existing Lender, to the Existing Lender’s consent to the release of the Property from the lien. Buyer agrees that “removal” of an exception shall not apply include the Title Company’s willingness to any liens securing loans made endorse over such exception or provide affirmative assurance to Seller and any other Monetary Encumbrances that were caused, assumed, consented Buyer of no loss or damage to or created by SellerBuyer from such exception.

Approval of Title. (a) Purchaser has approved all title Prior to the Approval Date, Buyer shall advise Seller what exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser to title, if any, will be accepted by Buyer. Seller shall have five ten (510) business days after receipt of a Title Update, if any, Buyer’s objections to notify Seller, in writing, of give to Buyer: (A) written notice that Seller will remove such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled objectionable exceptions on or before the Closing Date, then Purchaser shall deliver such ; or (B) written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If that Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed cause such exceptions to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to removed. Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the ten (510) business day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (iB), Buyer shall have until five (5) above days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Property without reduction expiration of such five (5) day period, Buyer shall be deemed to have elected to proceed with the Purchase Price. transaction and to have waived any right terminate this Agreement under this provision. If Seller gives notice pursuant to clause (cA) Unless expressly agreed and fails to by Sellerremove any such objectionable exceptions from title prior to the Closing Date, Seller and Buyer is unwilling to take title subject thereto, Buyer shall have no responsibility or obligation of any kind or nature whatsoever (express or impliedthe right to elect to terminate this Agreement and Section 14(a) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated remove, at its expense, any exception to pay title that represents a lien that secures an existing monetary obligation except taxes and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided assessments that (1) Seller’s obligation to incur costs are not yet due and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Sellerpayable.

Approval of Title. (a) Purchaser has approved all title exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have five (5) business days after receipt of a Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other No later than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have the right, but not the obligation, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given the Effective Date, Seller shall request that the Title Company deliver to Buyer a Preliminary Title Report with links to or copies of any underlying exceptions or documents referenced therein. No later than six (or within five (56) days after Seller’s five (5) business day period prior to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) end of the immediately preceding sentence Due Diligence Period, Buyer shall advise Seller what exceptions to title, if any, will be accepted by Buyer. Seller shall have three (3) Business Days after receipt of Buyer’s objections to give to Buyer: (A) written notice that Seller will remove such objectionable exceptions on or before the Closing Date; or (B) written notice that Seller elects not to terminate this Agreement under clause (ii) of the immediately preceding sentencecause such exceptions to be removed. PurchaserSeller’s failure to notify Seller of termination of this Agreement give notice to Buyer within such five the three (53) business day Business Day period shall be deemed to be an irrevocable Seller’s election not to cause such exceptions to be removed. If Seller gives Buyer notice or is otherwise deemed to have elected to proceed under clause (iB), Buyer shall have until three (3) above Business Days after receipt of Seller’s actual or deemed notice as to accept conveyance Seller’s unwillingness to cause such exceptions to be removed to elect to proceed with the transaction or terminate this Agreement. If Buyer fails to give Seller notice of its election on or before the Property without reduction expiration of such period, Buyer shall be deemed to have elected to terminate this Agreement. If Seller gives notice pursuant to clause (A) and fails to remove any such objectionable exceptions from title prior to the Purchase Price. (cClosing Date, and Buyer is unwilling to take title subject thereto, Buyer shall have the right to elect to terminate this Agreement and Section 14(a) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchasershall apply. Notwithstanding the foregoing sentenceforegoing, if Buyer shall be deemed to have objected to any exceptions on lien encumbering the Title Report or any Property that secures the payment of the objections set forth in a written notice from Purchaser consist of delinquent taxesmoney, mortgages, deeds of trust, security agreements, construction or such as mechanics’ liens, tax materialmen’s liens or other and judgment liens, and the liens or charges in a fixed sum (or capable of computation as a fixed sum) deeds of trust and mortgages (collectively, “Monetary EncumbrancesLiens”), then unless Buyer otherwise notifies Seller in writing. Monetary Liens shall be obligated not include non-delinquent assessments or bond amounts encumbering the Property and reflected in the tax bills for the Property, non-delinquent property taxes or assessments, or non-delinquent dues, costs or assessments under declarations, reciprocal easements, or other covenants, conditions or restrictions to pay which the Property is subject. Seller hereby agrees to remove at or before the Closing and discharge (or shall cause the Title Company Property to insure over) such be delivered free and clear of, Monetary EncumbrancesLiens caused by Seller, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) subject in the aggregate case of the lien in favor of the Existing Lender, to the satisfaction of the Buyer Closing Condition and (2) Seller Closing Condition premised on the foregoing aggregate limitation Existing Lender. Buyer agrees that “removal” of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) an exception shall not apply include the Title Company’s willingness to any liens securing loans made endorse over such exception or provide affirmative assurance to Seller and any other Monetary Encumbrances that were caused, assumed, consented Buyer of no loss or damage to or created by SellerBuyer from such exception.

Approval of Title. (a) Purchaser has approved Buyer shall have reviewed and approved, within the time period and in the manner provided below, the PTR, including copies of all title exceptions and survey matters set forth documents referred to in the PTR (other than encumbrances to be discharged by Seller on Schedule 2.4(a) attached heretoor before Closing). (b) Purchaser Seller shall have five cause the PTR and all supporting materials, including copies of all documents referred to in the PTR, and an ALTA survey of the Real Property dated within forty (545) business days prior to Closing (the "SURVEY"), to be delivered to Buyer by 4:00 p.m., Pacific time, on or before the 10th Business Day after receipt of a Title Updatethe Effective Date. By 4:00 p.m., Pacific time, on April 21, 1997, Buyer shall notify Seller and Escrow Holder in writing which exceptions to title shown in the PTR, if any, will not be accepted by Buyer and those matters disclosed by the Survey, if any, which will not be accepted by Buyer (collectively, the "DISAPPROVED TITLE MATTERS"); all other matters and exceptions to title shown in the PTR and conditions disclosed by the Survey shall be deemed approved by Buyer. If Buyer fails to notify SellerSeller and Escrow Holder within the required time period of any Disapproved Title Matters, in writing, of such objections as Purchaser may Buyer shall be deemed to have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior approved the condition to the Closing)Real Property as to such title and survey matters. In the event Purchaser shall notify Seller, in writing, If Buyer notifies Seller of objections to title or to matters shown on a any Disapproved Title UpdateMatters, Seller shall have until 4:00 p.m., Pacific time, on April 28, 1997, to notify Buyer and Escrow Holder in writing that: (i) Seller shall use its reasonable efforts to either (A) cause any Disapproved Title Matters to be removed by the rightClosing, or (B) obtain, at Seller's expense, an endorsement or other curative effect acceptable to Buyer in Buyer's sole and absolute discretion (in which case, Seller may extend the Closing Date for such period as shall be required to effect such cure, but not beyond ten (10) calendar days). Notwithstanding the obligationforegoing, to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objectionshowever, Seller shall notify Purchaser not be obligated to pay an amount in writing whether Seller elects to attempt to cure excess of $10,000.00 for the removal of any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty Disapproved Title Matters; or (60ii) days after the Outside Closing Date. If Seller elects not to attempt to cure cause any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed such Disapproved Title Matters to be Permitted Exceptions), without reduction of the Purchase Price; or (ii) to terminate this Agreement by sending written notice thereof to Seller, and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above to accept conveyance of the Property without reduction of the Purchase Priceremoved. (c) Unless expressly agreed If Seller gives Buyer and Escrow Holder notice under subsection (b)(ii) above, Buyer shall have until 4:00 p.m., Pacific time, on May 2, 1997, to by Seller, notify Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided Escrow Holder that (1i) Seller’s obligation to incur costs Buyer revokes its disapproval of such exceptions(s) and expenses in connection matters, and will proceed with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) the purchase without any reduction in the aggregate Purchase Price and take title to the Property subject to such exception(s) and matters, or (2ii) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by SellerBuyer will terminate this Agreement.

Approval of Title. Buyer acknowledges receipt of a preliminary ----------------- title report together with copies of all documents shown as exceptions therein (athe "Title Report") Purchaser has disclosing the condition of title to the Property. By notice delivered to Seller on September 16, 1997, Buyer approved all title exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall disapproved certain items in the Title Report. Seller will have five (5) business 10 days after receipt of a Title Update, if any, to notify Seller, in writing, Buyer's notification of such objections as Purchaser may have to anything contained in such Title Update any disapproved exceptions or other than Permitted Exceptions (and if Purchaser receives a Title Update less than (5) days prior to a scheduled Closing Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title in which to advise Buyer that: (i) Seller will cause the disapproved exceptions or other objections to matters shown title to be removed or remedied or obtain appropriate endorsements to the Title Policy on a or before the Closing Date; or (ii) Seller will not cause the disapproved exceptions or other objections to title to be removed or remedied or cause appropriate endorsements to the Title UpdatePolicy to be issued. (iii) If Seller does not notify Buyer of its election within the 10 day period, Seller shall will be deemed to have elected to not cause the right, but not the obligation, disapproved exceptions to cure such objections. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objectionsbe removed. If Seller elects to attempt not cause the disapproved exceptions or other objections to cure any title to be removed or all of such objections, Seller shall have the right to attempt to remove, satisfy remedied or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to reasonable adjournments of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior cause appropriate endorsement to the Closing Title Policy to be issued, Buyer will have two (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (52) business day perioddays to elect, Purchaser shall have the following options: as its sole remedy, to: (i) to accept a conveyance of proceed with the purchase and acquire the Property subject to the Permitted Exceptions disapproved exceptions and any matter objected other objections to by Purchaser which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), title without reduction of in the Purchase Price; or or (ii) to terminate cancel the Escrow and this Agreement by sending written notice thereof to SellerSeller and Escrow Holder, in which case the Deposit and upon delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall any interest accrued thereon will be returned to PurchaserBuyer and the cancellation costs, if any, will be equally borne by Seller and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreementby Buyer. If: (A) Seller notifies Purchaser that Seller If Buyer does not intend to attempt to cure any title objection; give Seller notice of its election within two (B) Seller fails to respond to Purchaser’s notice within said five (52) business day period; or (C) ifdays, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller Buyer will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to be an irrevocable election under clause (i) above have elected to accept conveyance of the Property without reduction of the Purchase Priceproceed with this transaction. (c) Unless expressly agreed to by Seller, Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions on the Title Report or any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in a fixed sum (or capable of computation as a fixed sum) (collectively, “Monetary Encumbrances”), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Seller.

Approval of Title. (a) Purchaser has approved all title exceptions and survey matters set forth on Schedule 2.4(a) attached hereto. (b) Purchaser shall have Within forty-five (5) business days after receipt of a Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything contained in such Title Update other than Permitted Exceptions (and if Purchaser receives a Title Update less than (545) days prior to a scheduled Closing following the Effective Date, then Purchaser shall deliver such written notice to Seller prior to the Closing). In the event Purchaser shall notify Seller, in writing, of objections to title or to matters shown on a Title Update, Seller shall have cause a proforma title commitment written on Commonwealth Land Title Insurance Company to be delivered to Buyer (the right"Title Report") together with hard copies of all items shown as conditions or exceptions thereto, but and, which Title Report shall commit to insure, at Closing, Buyer's title to the Property in fee simple and Buyer's rights in and to the easements created by the REA, subject only to the Permitted Exceptions. Seller hereby advises Buyer that the matters included on Exhibit "D" attached hereto (the "Title Schedule") will likely be reflected in the Title Report as exceptions and those matters may not the obligation, be objected to cure such objectionsby Buyer and shall be deemed Permitted Exceptions. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objections. If Seller elects to attempt to cure any or all of such objections, Seller Buyer shall have the right to attempt review Seller's title to remove, satisfy the Property and to object to any exception to title (other than those reflected on the Title Schedule) that renders title unmarketable or cure unusable for Buyer's Contemplated Use and (a) is reflected in the same Title Report and for this purpose disclosed to Seller shall, at Seller’s election, be entitled to reasonable adjournments by Buyer within ten (10) days after its receipt of the Closing if additional time Title Report or (b) is requiredotherwise disclosed to Seller by Buyer within ten (10) days after Buyer's first discovering same. If Buyer timely objects to an exception to title, then on or before the earlier of the tenth (10th) day following Buyer's notice of exception or the date for Closing, but in no event shall the adjournments, in the aggregate, exceed sixty (60) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) to effect a cure of those objections which it elected to attempt to cure prior to October 31, 1996, Seller shall agree to remove the exception by Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser which Seller notify Buyer that it is unwilling or unable to cure remove the exception prior to Closing. Within ten (each 10) business days following Buyer's receipt of which Seller's notice that it is unable or unwilling to remove an exception to title, Buyer may elect to either (i) terminate this Agreement, whereupon the Deposit shall also be deemed returned to be Permitted Exceptions)Buyer, without reduction of the Purchase Price; or (ii) to terminate continue this Agreement by sending in effect, in which event Buyer will be deemed to have approved the previously disapproved exception. Seller's failure to provide written notice thereof that it is unwilling or unable to Seller, and upon remove an exception within the time allowed for delivery of such notice of termination, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objection, Seller later notifies Purchaser in writing that Seller will not effect a cure thereof, then, in any such event, Purchaser shall, within five (5) days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired), notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence or to terminate this Agreement under clause (ii) of the immediately preceding sentence. Purchaser’s failure to notify Seller of termination of this Agreement within such five (5) business day period shall be deemed to evidence the willingness and ability of Seller to remove the exception prior to Closing. All additional exceptions to title created or discovered by Buyer subsequent to delivery of the Title Report to Buyer shall be an irrevocable election under clause subject to the ten-day time frames for notice of disapproval by Buyer and removal by Seller as set forth above. All exceptions to title to the Property which do not render title unmarketable or unusable for Buyer's Contemplated Use which either are disclosed by the Title Report or are subsequently discovered by Buyer and, in either such case, to which Buyer does not timely object are referred to herein as the "Permitted Exceptions." Notwithstanding the foregoing, Buyer hereby objects to, and the term "Permitted Exceptions" shall not include, (i) above to accept conveyance any lien for payment of delinquent real property taxes, (ii) any item listed as a condition under Schedule B-I of the Property without reduction Title Report (excluding items to be satisfied by Buyer such as payment or the providing of the Purchase Price. (c) Unless expressly agreed to by Sellerevidence of its corporate status and/or authority), Seller have no responsibility or obligation of any kind or nature whatsoever (express or implied) to cure any title matter objected to by Purchaser. Notwithstanding the foregoing sentence, if any exceptions "standard exceptions" reflected on the Title Report or Owners Title Policy described in paragraph 5.1, and (ii) any deed of trust, mortgage, UCC financing statement, mechanic's lien, judgment lien or other lien encumbering the Property. Seller shall convey good and marketable title in fee simple to the Property to Buyer at the Closing, subject only to the Permitted Exceptions. Buyer acknowledges being advised that the Property and adjacent lands are encumbered by financing presently held by General Motors Acceptance Corporation ("GMAC"). It is a condition to the obligation to close of Buyer under this Agreement that GMAC will have released its existing financing as it affects the Property prior to or concurrently with the Closing and that GMAC will have subordinated concurrently with the Closing the lien and effects of its' financing to the easements to be granted in the REA, and Seller's inability to do so regardless of the objections reason therefor, shall be subject to the provisions set forth in Section 6.11(i), below. Buyer acknowledges being advised of the Declaration of Restrictive Covenants, item 3 of the Title Schedule (the "Declaration"), which was imposed for the benefit of Kendall Federation of Homeowner Associations, Inc. ("KFHA") and ties development of the Seller's Project, including the Property, and other lands, to an approved site plan and sets forth limitations on the use and development of the Property, Seller's Project and other lands. Paragraph 4 of the Declaration described in item 3 of the Title Schedule requires the provision of a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens or other liens or charges in community meeting area as more particularly provided therein. Notwithstanding the fact that the Declaration is a fixed sum (or capable of computation Permitted Exception that cannot be objected to as a fixed sumtitle defect by Buyer, it is a condition to Buyer's obligation to close that Seller shall have been successful in obtaining from KFHA (i) a modification of the afore referenced paragraph of the Declaration to provide that same is inapplicable to the Property; (collectivelyii) approval of a revised site plan consistent with Exhibit B or F, “Monetary Encumbrances”as applicable (provided that Seller can, in its absolute and sole discretion, make such changes to the Site Plan or Alternative Site Plan that are wholly outside the boundaries of Seller's Project so long as no such changes violate any exclusive or restrictive covenant set forth for the benefit of Buyer in the REA, Buyer's Supplemental Declaration or Exhibit "G", described below); and (iii) an executed modification of the Declaration (which shall, as a condition to Closing, also be executed by Seller) and (unless a substantial compliance determination letter is received from Dade County) an amendment executed by Dade County and Seller, amending Items No. 2 and 3 of the Title Schedule to reflect the foregoing, which modification(s) shall specifically provide that same supersedes any conflicting provisions of such Items 2 and 3 of the Title Schedule. Buyer agrees that any required or desired communications with KFHA, pursuant to the Declaration or otherwise, both before and after Closing, shall be coordinated through Seller. Seller's inability, regardless of the reasons therefor, to obtain the consents and/or amendments required by this paragraph shall be subject to the provisions set forth in Section 6.11(i), then Seller shall be obligated to pay and discharge (or cause the Title Company to insure over) such Monetary Encumbrances, provided that (1) Seller’s obligation to incur costs and expenses in connection with paying and/or discharging all such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by Sellerbelow.

Approval of Title. (a) Purchaser has approved all title hereby acknowledges and agrees that the Title Report does not contain any exceptions that would constitute Monetary Encumbrances (defined below), other than the lien of the Mortgage (defined below), the judgments listed on the Title Report, Exception No. 1 in Schedule B-1 of the Title Report and survey matters set forth on Exception No. 2 in Schedule 2.4(a) attached heretoB-2 of the Title Report. (b) Purchaser shall have five (5) business days after receipt of a the Title Report and Survey or any Title Update, if any, to notify Seller, in writing, of such objections as Purchaser may have to anything any title exception contained in the Title Report or such Title Update other than which is not a Permitted Exception (a “Title Exception”). Any Title Exceptions (and if Purchaser receives a set forth in the Title Report or any Title Update less than which are not objected to by Purchaser within such five (5) days prior to a scheduled Closing Date, then Purchaser business day period shall deliver such written notice to Seller prior to the Closing)be deemed ‘Permitted Exceptions” hereunder. In the event Purchaser shall notify Seller, in writing, of objections to title or to matters any Title Exception shown on a Title Update, Survey or a Title Update, Seller shall have the right, but not the obligation, except to the extent set forth below, to cure such objectionsTitle Exception. Within five (5) business days after receipt of Purchaser’s notice of objections, Seller shall notify Purchaser in writing whether Seller elects to attempt to cure any or all of such objectionsTitle Exceptions. If Seller elects to attempt to cure any or all of such objectionscure, Seller shall have the right to attempt to remove, satisfy or cure the same and for this purpose Seller shall, at Seller’s election, be entitled to a reasonable adjournments adjournment of the Closing if additional time is required, but in no event shall the adjournments, in the aggregate, adjournment exceed sixty thirty (6030) days after the Outside Closing Date. If Seller elects not to attempt to cure any objections Title Exceptions specified in Purchaser’s notice, or if Seller fails (despite using reasonable commercial efforts) is unable to effect a cure of those objections Title Exceptions which it elected to attempt to cure prior to the Closing (or any date to which the Closing has been adjourned) and so notifies Purchaser in writing, or if Seller fails to respond to Purchaser’s notice within said five (5) business day period, Purchaser shall have the following options: (i) to accept a conveyance of the Property subject to the Permitted Exceptions and any matter objected to by Purchaser Title Exceptions which Seller is unwilling or unable to cure (each of which shall also be deemed to be Permitted Exceptions), without reduction of the Purchase PricePrice other than reductions for any Title Exceptions which Seller is obligated to cure as set forth below, by sending written notice thereof to Seller within five (5) business days after receipt of Seller’s notice; or (ii) to terminate this Agreement by sending Agreement, and if Purchaser fails to deliver such written notice thereof to Seller, and upon delivery of such notice of terminationSeller accepting all Title Exceptions as provided in clause (i) above, this Agreement shall terminate and the ▇▇▇▇▇▇▇ Money (to the extent funded by Purchaser pursuant to Section 1.6) shall be returned to Purchaser, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except to the extent that any right, obligation or liability set forth herein expressly survives termination of this Agreement. If: (A) If Seller notifies Purchaser that Seller does not intend to attempt to cure any title objection; (B) Seller Title Exception or fails to respond to Purchaser’s notice within said five (5) business day period; or (C) if, having commenced attempts to cure any objectionTitle Exception, Seller later notifies Purchaser in writing that Seller will not be unable to effect a cure thereof, then, in any such event, ; Purchaser shall, within five (5) business days after such notice has been given (or within five (5) days after Seller’s five (5) business day period to respond to Purchaser’s objection notice has expired)given, notify Seller in writing whether Purchaser shall elect to accept the conveyance under clause (i) of the immediately preceding sentence above or to terminate this Agreement under clause (ii) of the immediately preceding sentenceabove. Purchaser’s failure to notify Seller of termination of this Agreement its election within such five (5) business day period shall be deemed to be an irrevocable election under clause (iii) above to accept conveyance terminate this Agreement. Notwithstanding any provision of this Agreement to the Property without reduction of the Purchase Price. (c) Unless expressly agreed to by Sellercontrary, in no event shall Seller have no responsibility or any obligation of any kind or nature whatsoever (express or implied) to cure any title matter Title Exception objected to by Purchaser. Notwithstanding the foregoing sentence; provided, however, if any exceptions on the such Title Report or Exception consists of (I) any of the objections set forth in a written notice from Purchaser consist of delinquent taxes, mortgages, deeds of trust, security agreements, construction or mechanics’ liens, tax liens trust or other liens security interests for any financing incurred by Seller which is not assumed by Purchaser under this Agreement, (II) taxes which constitute Title Exceptions which would be delinquent if unpaid at Closing; provided, however, that if any such taxes are payable in installments, such obligation shall apply only to the extent such installments would be delinquent if unpaid at Closing, (III) the judgments listed on the Title Report, Exception No. 1 in Schedule B-1 of the Title Report and Exception No. 2 in Schedule B-2 of the Title Report, or charges (IV) any other Title Exceptions objected to by Purchaser which may be removed in accordance with its terms by payment of a fixed sum liquidated amount which in the aggregate do not exceed Seven Hundred Thousand and 00/100 Dollars (or capable of computation as a fixed sum$700,000.00) (collectively, “Monetary Encumbrances”), then then, to that extent only, Seller shall be obligated to pay and discharge (or cause the Title Company to commit to remove or insure overover such Title Exceptions in a manner reasonably acceptable to Purchaser without any additional cost to Purchaser) any such Monetary Encumbrances, provided that (1) Seller’s obligation Title Exceptions and Escrow Agent is authorized to incur costs pay and expenses in connection with paying and/or discharging all discharge at Closing such Monetary Encumbrances is limited to Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in Title Exception out of the aggregate and (2) the foregoing aggregate limitation of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not apply to any liens securing loans made to Seller and any other Monetary Encumbrances that were caused, assumed, consented to or created by SellerPurchase Price.