Common use of Condition of Title Clause in Contracts

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions whichwhich can be removed for a cost which does not, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from so that they will not appear in the Title Commitment Policy, or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions whichwhich can be removed for a cost which does, in the aggregate, equal or exceed $25,00025,000 (each, a "Major Unpermitted Exception"), Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions Major Unpermitted Exceptions removed from so that they do not appear in the Title Commitment Policy, or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Major Unpermitted Exceptions. If Seller fails Purchaser does not object to bond over, cure or have any a Major Unpermitted Exception removed or have the Title Insurer commit in a notice sent to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser Seller within five (5) business days from the date of the date down to of the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentenceCommitment, Purchaser shall be deemed to have elected to take title to the Property subject to said Major Unpermitted Exception, without any reduction in or set off against the Purchase Price as a result thereof. If (i) Purchaser does object to a Major Unpermitted Exception within five (5) business days from the date of the date down of the Title Commitment, and (ii) Seller fails to bond over, cure or have such Major Unpermitted Exception removed or to have the Title Insurer commit to insure as specified above within ten (10) business days from the date of the date down to the Title Commitment, Purchaser may either (a) elect to take title to the Property subject to said Major Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof; or (b) terminate this Agreement upon written notice to Seller within three (3) days after the expiration of such ten (10) business day period. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or Purchaser's nominee by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) business days after the expiration of such five said thirty (530) business day period; period provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇▇▇▇▇ ▇▇▇o Money theretofore deposited into the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions as reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods, but in no event may Closing be extended more than 2 business days after the thirty (30) day period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by an unrelated third party) which prevents the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property Real Estate to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 or which have arisen by the affirmative, intentional acts of Seller (each, a such acts being hereinafter referred to as "Minor Unpermitted ExceptionIntentional Acts"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00 (and which are not Intentional Acts), removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇deposited into the escrow by Purchaser togeth▇▇ ▇▇▇o the escrow by Purchaser, together with ▇ any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for: (i) Purchaser's obligation to indemnify Seller and restore the Property, as more fully set forth in Paragraph 7; and (ii) for those covenants and obligations that specifically survive termination Purchaser's rights as set forth in Paragraph 15 hereof if the Unpermitted Exceptions do not exceed $100,000 in the aggregate, or have arisen as a consequence of this Agreementthe Intentional Acts of Seller. 5.2 5.2. Seller agrees to convey convey: (i) fee simple title to the Fee Property to Purchaser by special limited warranty deed (the "Deed") (in the form attached hereto as Exhibit GH) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," andwaived, in the event Seller fails to discharge said liens or encumbranceswriting, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, by Purchaser; and (ii) if any title or survey matters which are unacceptable the Leasehold Estate to Purchaser by assigning to Purchaser all of Seller's right, title and which are not Permitted Exceptions interest in the Ground Lease (the "Unpermitted MattersAssignment and Assumption Ground Lease") are (in the result of or constitute a default hereunder by Sellerform attached hereto as Exhibit I). As used in this Agreement, or if Seller has created any Unpermitted Matters the term "Ground Lease" means that certain Lease Agreement dated June 29, 1972 between The Massell Companies (the "Original Ground Lessor") and Glenn E. Hicks, Jr. ▇▇▇▇▇s O. Hicks, David A. Pendley and H. Jack Pendl▇▇, ▇▇. (▇▇▇▇▇▇▇▇▇▇l▇, ▇▇▇ "▇▇▇▇▇▇▇l ▇▇▇▇▇▇ ▇▇▇▇▇▇"), as amen▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ to Lease Agreement dated May 15, 1973 between the date of this Agreement Original Ground Lessor and the Closing DateOriginal Ground Lessee. The Original Ground Lessor has assigned its interest in the Ground Lease to Selig Enterprises, then whether or not this Agreement was terminated pursuant Inc. (the "Ground Lessor"). The Original Ground Les▇▇▇ ▇ssigned its interest in the Ground Lease to Paragraph 7.1, Purchaser shall have Piedmont-Courtland Associates who in turn assigned its interest in the rights Ground Lease to Seller. A copy of the Ground Lease as amended and remedies provided for in Paragraph 14 hereof.assigned as aforesaid is attached hereto as Exhibit J.

Condition of Title. 5.1 IfNot later than ten (10) days after the date of this Agreement, prior to Closing SELLER shall obtain a preliminary title report with extended coverage (as hereinafter defined"Title Commitment") on the Premises and Area B in the amount of the Purchase Price from First American Title Company of Nevada ("Title Company"), a date-down to . If the Title Commitment reveals any title exceptions, encumbrances or any other title search discloses any new Unpermitted Exceptions whichconditions which are unacceptable to BUYER, in the aggregate, do BUYER shall give notice thereof to SELLER not exceed $25,000 later than thirty (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (530) business days from the date of this Agreement, and SELLER shall have thirty (30) days after receipt of such notice in which (a) to cure same to BUYER's satisfaction and furnish a later report showing the date down defect cured or removed, or (b) if such exceptions, encumbrances or conditions can be cured solely by payment of additional title insurance premiums, to arrange for satisfaction of same out of SELLER's proceeds at closing. In the event SELLER is unable or unwilling to cure the unacceptable exceptions, encumbrances or conditions within the aforesaid period, BUYER may withdraw from this transaction in accordance with the provisions of Article 11 hereof. If, at closing, SELLER is unable to deliver title to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after Premises in the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property same condition as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 accepted by BUYER in accordance with the terms hereof and Seller fails to expend such funds in either casehereof, then Purchaser BUYER shall have elect as its sole remedy for such failure either (a) to waive such defects and accept title to the additional rights contained in Paragraph 14 herein. Absent notice Premises and Area B "as is" or (b) to withdraw from Purchaser to Seller this transaction in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as provisions of Article 11 hereof and receive a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action full refund of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o Option consideration paid under Article 1. BUYER may unilaterally extend the escrow by Purchaserdate for closing sixty (60) days to afford SELLER additional time within which to cure the unacceptable exceptions, together with encumbrances or conditions (without prejudice to BUYER's rights under any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination other provision of this Agreement). 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 250,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $250,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein11 hereof. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed a Deed C (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions, Disapproved Title Exceptions waived by Purchaser, and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 6.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or discloses an Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure and/or have any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails Seller's expense to bond over, cure and/or remove any Unpermitted Exceptions from the Title Commitment will, in the aggregate, exceed $25,000, Seller shall notify Purchaser in writing within ten (10) days of receiving knowledge of such Unpermitted Exceptions, whether Seller intends to seek to bond over, cure and/or remove such Unpermitted Exceptions from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence then this Agreement shall terminate unless Purchaser gives Seller written notice within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of said thirty (30) day period that Purchaser waives such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereofExceptions. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.16.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposideposited into the escrow by Purcha▇▇▇ ▇▇▇o the escrow by Purchaser, together ether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 8. 5.2 6.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the delivery of the Updated Survey discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or shall have such Minor Unpermitted Exceptions removed thirty (30) days from the Title Commitment or have date of the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions whichthe delivery of the Updated Survey, in the aggregateas applicable, equal or exceed $25,000, Seller shall have the right, but not the obligationat Seller's expense, to bond over, cure and/or have such exceptions any Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time period, it being understood that Purchaser shall not be obligated to close prior to the expiration of the aforementioned time period, unless Seller has bonded over, cured and or had the Unpermitted Exceptions removed from the Title Commitment or had the Title Insurer commit to insure against loss or damage that may be accessed by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any said Unpermitted Exception Exceptions removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period, Purchaser may, at its option, either (a) terminate this Agreement upon notice to Purchaser Seller within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five said thirty (530) business day period; providedor (b) consummate the subject transaction, however, and notwithstanding anything contained herein in which case Purchaser shall be entitled to a credit at closing equal to the contrary, if the sum of all Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as Exceptions of a result of the affirmative action of Seller definite or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 hereinascertainable amount. Absent notice from Purchaser to Seller in accordance with the preceding sentencethat it has elected to terminate this Agreement, Purchaser shall be deemed to have elected to take title subject to said Unpermitted ExceptionExceptions, without any reduction in or setoff against and shall be entitled to the Purchase Price as a result thereofaforesaid credit at closing. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties parties, and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser or its nominee by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined)) and after the expiration of the Inspection Period, a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall within thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions whicheach in a manner reasonably acceptable to Purchaser, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in a manner reasonably acceptable to Purchaser or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof a manner reasonably acceptable to Purchaser and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding , or (ii) have the foregoingright, if such date down but not the obligation, to the Title Commitment or bond over (with Purchaser's reasonable approval), cure and/or have any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,00025,000.00, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the first sentence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment or any other title searchthis Paragraph 5.1, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the no obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions except that Seller shall discharge any new Unpermitted Exception caused by the affirmative action or omission of Seller or its agents. If Seller fails shall undertake the action required by this Section 5.1, if any, with respect to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five three (53) business days from the date Seller's receipt of the date down to the Title Commitment Commitment. If Seller offers to insure over any new Unpermitted Exceptions which, in the aggregate equal or any other title searchexceed $25,000 but Purchaser refuses to accept insurance over such Unpermitted Exceptions, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration written notice from Seller of its failure to cure any such five (5) business day periodUnpermitted Exception; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action or omission of Seller or if Seller is able to bond overits agent, cure or remove a Minor Unpermitted Exception for a cost (and not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof by any unrelated third party) and Seller fails to expend terminate the effect of such funds matter as an encumbrance on title in either casea timely manner, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to not take title subject to said Unpermitted Exception. Subject to the foregoing, without any reduction in or setoff against the Purchase Price as a result thereof. If if Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to approved by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of Purchaser's notification to Seller of such new Unpermitted Exception (which will be given by Purchaser, if at all, not later than five (5) business days after Purchaser's receipt of the date-down to the Title Commitment or the Updated Survey, as applicable), at Seller's expense, to (i) bond over with a bonding company reasonably satisfactory to Purchaser, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser, or (ii) have the right, but not the obligation, to bond over (with a bonding company reasonably satisfactory to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. Purchaser may, at Purchaser's sole cost and expense, and without any reduction in or setoff against the Purchase Price as a result thereofliability to Seller, bond over any Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special limited warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything 5.3. Seller agrees that if a special assessment is enacted prior to the contrary set forth hereinClosing Date, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrancesnotwithstanding Section 3.4(b), Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of terminate this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant by written notice to Paragraph 7.1, Seller within five (5) days after Purchaser shall have the rights and remedies provided for in Paragraph 14 hereofhas actual notice of such enactment.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) Within 5 business days after the expiration Effective Date, the Parties shall cause the Title Company to deliver to ▇▇▇▇▇▇ a preliminary title commitment covering the Property, including legible copies of such five all instruments described in the report (5the “Title Commitment”). ▇▇▇▇▇▇ shall review the Title Commitment and notify Seller within 10 business days after the later receipt of (a) business day periodthe Title Commitment; and (b) the survey ordered by ▇▇▇▇▇▇ at it sole cost and expense (the “Title Review Period”) which title matters are approved by ▇▇▇▇▇▇. Only non-delinquent general taxes, non-delinquent general assessments and those title matters that ▇▇▇▇▇▇ expressly approves in writing shall be permitted exceptions (the “Permitted Exceptions”). In no event shall any monetary encumbrance or lien be a Permitted Exception; Seller must remove all of the same. Any exception in the Title Commitment not expressly approved by ▇▇▇▇▇▇ in writing during the Title Review Period shall be deemed disapproved. Seller shall have 10 days after receiving ▇▇▇▇▇▇’▇ title disapproval notice or deemed disapproval to notify ▇▇▇▇▇▇ if Seller will cure or remove any matters disapproved or deemed disapproved by ▇▇▇▇▇▇. Failure of Seller to timely respond shall be deemed an election not to cure; provided, however, and notwithstanding anything contained herein to the contrarySeller shall remove all monetary encumbrances (e.g. deeds of trust, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of liens) prior to, or in conjunction with, Closing. If Seller elects or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected not to take title subject to said Unpermitted Exceptioncure any objection of ▇▇▇▇▇▇, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇▇▇▇ may elect to terminate this Agreement at any time prior to the Feasibility Deadline and receive a refund of the ▇▇▇o ▇▇▇▇ Money, in which case Seller and ▇▇▇▇▇▇ shall equally split the escrow by Purchaser, together with any interest accrued thereon, shall be returned cost of all fees due to Purchaserthe Title Company, and neither party the Parties shall have any no further liability to the otherrights or obligations under this Agreement, except for those covenants rights and obligations that specifically expressly survive any termination. If ▇▇▇▇▇▇ agrees to cure any disapproved matter and fails to do so, then, in addition to ▇▇▇▇▇▇’▇ termination of rights above, Seller shall reimburse ▇▇▇▇▇▇ for all costs incurred by ▇▇▇▇▇▇ pursuant to this Agreement. 5.2 . Seller agrees to convey fee simple title to shall not allow any encumbrance or exception on the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 aboveafter ▇▇▇▇▇▇’▇ delivery of its title notice, without ▇▇▇▇▇▇’▇ express consent. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 A. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or the Survey disclose an Unpermitted Exception (other than the current financing secured by the Property, which will be satisfied at Closing), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment to (i) bond over, cure and/or have any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Minor Unpermitted Exceptions at no additional premium to Purchaser, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, equals or exceeds $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage (together with the commitment to reissue the appropriate endorsement for the benefit of Purchaser's financings and sale at no cost to Purchaser) that may be occasioned by such Unpermitted ExceptionsExceptions at no additional premium to Purchaser. The time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentenceterms hereof, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.15A, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 B. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller or if Seller is able (and not by any unrelated third party) with the intention to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or prevent the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 sale of the Property in accordance with the terms hereof and hereof, Seller fails to expend will cure such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 hereinUnpermitted Exception. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty trustee's deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 IfWithin five (5) calendar days after the Effective Date, prior Seller will deliver to Purchaser an ALTA Preliminary Commitment for Title Insurance (hereafter called the “Title Commitment”) issued by the Title Company and a copy of the existing survey of the Real Property. Buyer, at its sole cost and expense, shall be responsible for ordering an update of the survey (the “Survey”). Purchaser shall be responsible for all of the costs and expenses associated with the Survey and Title Commitment. The Title Commitment shall specify all easements, liens, encumbrances, restrictions, conditions or covenants with respect to the Real Property, and include copies of all documents referred to as exceptions to title. If any exceptions appear in the Title Commitment, or any encroachments or other matters appear on the Survey, to which Purchaser objects, Purchaser shall, during the Inspection Period, notify Seller in writing of its objections to title and survey (an “Objection Notice”). Purchaser shall not be required to object to, and Seller shall be obligated to discharge and/or terminate at Closing or make arrangements reasonably satisfactory to Purchaser to have such discharged or terminated following Closing in accordance with customary practice, any mortgages or related security documents or similar encumbrances given to secure indebtedness for money borrowed by Seller (collectively, “Voluntary Encumbrances”) and such Voluntary Encumbrances shall not be included as hereinafter defined)Permitted Exceptions. Except for Voluntary Encumbrances, Seller may, but shall not be obligated to, undertake to eliminate or cure any title or survey objections of Purchaser contained in the Objection Notice (collectively “Defects of Title”) to the reasonable satisfaction of Purchaser. At Purchaser’s sole option and discretion, a date-down to the Title Commitment removal or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned effected by such Minor Unpermitted Exceptions. Notwithstanding issuance of title insurance eliminating or insuring against the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptionsspecified Defects of Title. If Seller fails to bond over, cure or have eliminate any Unpermitted Exception removed Defects of Title, within ten (10) days after receipt of the Objection Notice, or gives notice within such ten (10) day period that Seller declines to cure or eliminate such Defects of Title, Purchaser shall have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser option exercisable within five (5) business days after the end of such ten (10) day period or after receipt of such notice from the date of the date down Seller, as applicable, to the Title Commitment or any other title search, Purchaser may either (i) terminate this Agreement upon or (ii) waive its objection to such Defects of Title (and if Purchaser thereafter so desires may cure them at Purchaser’s cost and expense, without any adjustment to the Purchase Price). In the event Seller does not receive Purchaser’s written notice to Seller terminate the Agreement or Purchaser’s waiver of such Defects of Title within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereofterminate this Agreement. If Purchaser terminates exercises its right to terminate the Agreement, Escrow Agent shall promptly repay the Deposit plus any accrued interest to Purchaser, and the parties shall thereafter have no further rights or obligations pursuant to this Agreement in accordance Agreement, except those that expressly survive termination hereunder. All matters relating to the state of title and matters shown on the Survey with respect to the terms of this Paragraph 5.1, this Agreement shall terminate without further action Real Property existing as of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o date of the escrow Title Commitment or the Survey, as the case may be, which Purchaser did not include in the Objection Notice or which are subsequently waived or deemed waived by Purchaser, together with any interest accrued thereon(a) zoning, shall be returned to Purchaserbuilding and other governmental and quasi-governmental laws, codes and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth hereinregulations, (ib) in all eventsliens for such taxes and special assessments as will not be, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement as of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant due and payable, (c) rights of tenants under the Leases, and those claiming by, through and under said tenants and (d) acts of Purchaser, and those claiming by, through and under Purchaser and are collectively referred to Paragraph 7.1, Purchaser shall have herein as the rights and remedies provided for in Paragraph 14 hereof“Permitted Exceptions.”

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) business days after the expiration of such five said thirty (530) business day period; period provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇▇▇▇▇ ▇▇▇o Money theretofore deposited into the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the Title Commitment or the Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each50,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller or if Seller is able (and not by any unrelated third party) with the intention to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or prevent the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 sale of the Property in accordance with the terms hereof and Seller fails to expend such funds in either casehereof, then Seller shall reimburse Purchaser shall have the additional rights contained for Purchaser's verifiable third-party out-of-pocket expenses in Paragraph 14 hereinan amount not to exceed $50,000. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special limited warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure, cause the Title Insurer to insure over and/or have removed from the Title Commitment any such new Unpermitted Exceptions whichwhich can be bonded over, in cured, insured over by the aggregate, do Title Insurer and/or removed from the Title Commitment for an aggregate cost to Seller not to exceed $25,000 100,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure cure, cause the Title Insurer to insure over and/or have such exceptions removed from the Title Commitment or to have any Unpermitted Exceptions which can be bonded over, cured, insured over by the Title Insurer commit and/or removed from the Title Commitment for an aggregate cost to insure against loss Seller equal to or damage that may in excess of $100,000.00. In such event, the time of Closing shall be occasioned by such Unpermitted Exceptionsdelayed, if necessary, to give effect to said aforementioned time period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may, as its sole remedy, elect to terminate this Agreement upon notice to Seller within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five said thirty (530) business day period, with all expenses of the Title Commitment and Survey to be paid by Seller regardless of the provisions of Paragraphs 3.1 and 3.2 above; provided, however, and notwithstanding anything contained herein to the contrary, if the new Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able fails to bond over, cure cure, insure over or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either casehereof, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said new Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposideposited into the escrow by Purcha▇▇▇ ▇▇▇o the escrow by Purchaser, together ether with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment or any other title searchCommitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty standard form grant deed ("Deed") (substantially in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment or any other title searchCommitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller with the intention of preventing the sale (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this AgreementParagraph. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions ) removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination restore the Property, as more fully set forth in Paragraph 7. Notwithstanding anything to the contrary in this Section 5.1, Seller shall bond over, cure or remove, prior to or at Closing, any and all liens of this Agreementa definitive and ascertainable amount. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or the Updated Survey discloses an Unpermitted Exception (other than the current financing secured by the Property described in the Title Commitment as Schedule C, item 5, which will be released at Closing), Seller shall have thirty (30) days from the date of the date-down to the Title Commitment at Seller's expense, to (i) bond over, cure and/or have any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails Seller's expense to bond over, cure and/or remove any Unpermitted Exceptions from the Title Commitment will, in the aggregate, exceed $25,000, Seller shall notify Purchaser in writing within ten (10) days of receiving knowledge of such Unpermitted Exceptions, whether Seller intends to seek to bond over, cure and/or remove such Unpermitted Exceptions from the Title Commitment. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence then this Agreement shall terminate unless Purchaser gives Seller written notice within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of said thirty (30) day period that Purchaser waives such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereofExceptions. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment or any other title searchCommitment, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by standard form special warranty deed ("Deed") (substantially in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty grant deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ deposited into the escrow by P▇▇▇o the escrow by Purchaser, ▇▇▇▇r together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party), or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 200,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 200,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to terminate this Agreement as a result of said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey marketable fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 50,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions, or (ii) have the right, but not the obligation, to bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions as reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods, but in no event may Closing be extended more than 2 business days after the thirty (30) day period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by an unrelated third party) which prevents the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 50,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property Real Estate to Purchaser by special limited warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 250,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $250,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein11 hereof. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed a Special Warranty Deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions, Disapproved Title Exceptions waived by Purchaser, and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 250,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $250,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 250,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein11 hereof. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed a Deed C (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 IfBuyer shall have approved those covenants, prior to Closing conditions, restrictions, rights of way, easements, reservations, and other matters of record disclosed in (as hereinafter defined), a date-down to i) the Title Commitment and (ii) the Exception Documents. If Buyer disapproves of any matter disclosed in the Title Commitment or any other title search discloses the Exception Documents, Buyer shall notify Seller of such disapproval no later than May 21, 2004 (the "Title Comment Date") (provided, however, that if the Title Commitment is supplemented or amended, Buyer shall have until the later of such date or seven (7) days after receipt of such supplement or amendment to disapprove of any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"matters shown therein and further provided that any matters of record created or caused by Buyer shall be deemed approved by Buyer), and Seller shallshall have seven (7) days from receipt of such disapproval to agree to attempt to remove the disapproved matter; provided further however, at Seller's expense, bond over, cure and/or have if Buyer fails within such Minor Unpermitted Exceptions removed from period to approve any matter disclosed in the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned Exception Documents, by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within and Escrow Holder, then such matter shall be deemed disapproved by Buyer. The Title Comment Date shall be extended by one (1) day for each day of delay in delivering the Title Commitment, Existing Survey and Exception Documents to Buyer after the date three (3) business days after the expiration Effective Date. Subject to Seller's obligations below under this SECTION 4.1.1 to remove certain monetary liens, Seller's agreement to attempt to remove such other disapproved items shall not be deemed an agreement by Seller to remove such disapproved items nor shall Seller's failure to remove such disapproved items, for any reason whatsoever, including, without limitation, that Seller is unable or unwilling to remove such matters, be considered or deemed a default by Seller under, or a breach by Seller of, the terms of such five (5) business day period; providedthis Agreement. If Seller is successful in removing all disapproved matters, howeverthe Title Commitment and Exception Documents shall then be deemed approved, and notwithstanding anything contained herein this contingency shall be satisfied. If Seller does not agree to the contraryattempt to remove all disapproved matters, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond overnot successful in removing all disapproved matters, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser Buyer shall have seven (7) days from the additional rights contained date Seller notifies Buyer in Paragraph 14 hereinwriting that Seller will not attempt to remove or cannot remove disapproved matters, if Seller does not agree to remove such disapproved matters, to either terminate this Agreement or agree to accept title to the Project subject to the disapproved matters that Seller cannot, or will not, remove. Absent notice from Purchaser to If Buyer does not notify Seller in accordance with writing within such seven (7) day period of Buyer's willingness to accept title to the preceding sentenceProject subject to those matters Seller cannot, Purchaser or will not, remove, Buyer shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates terminate this Agreement in accordance with and the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇▇▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, Money Deposit shall be returned to PurchaserBuyer. The exceptions to title that Buyer approves, or is deemed to have approved, under this SECTION 4.1.1, and neither party shall have any further liability to under the otherterms of SECTION 4.1.2 below, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created by Buyer, and any Leases entered into in accordance with the consent or agreement of SellerSECTION 5.1.1, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a referred to as "Permitted ExceptionTitle Exceptions"; provided, however, that notwithstanding any other provision of this SECTION 4.1.1, or SECTION 4.1.2 below but except as permitted in SECTION 5.1.6 below, the Permitted Title Exceptions shall not include, and Seller shall remove at or before the Closing and shall cause the Project to be delivered free and clear of, any lien encumbering the Project that secures the payment of money, such as mechanic's and materialmen's liens, and the liens of deeds of trust and mortgages unless Buyer otherwise notifies Seller in writing or unless such liens or encumbrances were created by Buyer. Buyer acknowledges and agrees that Seller is in the process of: (i) preparing and recording an "Amended Binding Site Plan" for the reconfiguration of the Legal Lots at the Land, a copy of which has been delivered to Buyer, (ii) amending the ORREA and the ▇▇▇▇▇ with respect to construction of certain improvements at the Project and the "Neighborhood Center," and, in and (iii) dedicating as a public street 59th Avenue to the event Seller fails to discharge said liens or encumbrances, Purchaser City of Lakewood. Buyer shall have the right to deduct from approve the Purchase Price at Closing documents referenced in the amount of any such liens immediately preceding clauses (i) through (iii) in connection with Buyer's title review, which approval shall not be unreasonably withheld, conditioned or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if delayed. Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights right to complete the foregoing notwithstanding any disapproval by Buyer and remedies provided for in Paragraph 14 hereofsuch event Buyer's sole remedy shall be to terminate this Agreement because of a failure of this Buyer's Condition. Buyer acknowledges receipt of draft copies of such documents.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 75,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $75,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 75,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 75,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentencethis Paragraph 5.1, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have three (3) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over (provided such bond discharges the lien against the Property), cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure (subject to the reasonable approval of Purchaser) against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding , or (ii) have the foregoingright, if but not the obligation, to bond over (provided such date down to bond discharges the Title Commitment or lien against the Property), cure and/or have any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure (subject to the approval of Purchaser in its sole discretion) against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time period. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said three (3) day period or if Seller elects not to Purchaser within five exercise its rights under clause (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three ten (310) business days after the expiration of such five said three (53) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller (and not by any unrelated thirty party) (such acts being hereinafter referred to as "Intentional Acts") in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 15 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 5.2. Seller agrees to convey convey: (i) fee simple title to the Fee Property to Purchaser by special limited warranty deed (the "Deed") (in the form attached hereto as Exhibit GH) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," andwaived, in the event Seller fails to discharge said liens or encumbranceswriting, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, by Purchaser; and (ii) if any title or survey matters which are unacceptable the Leasehold Estate to Purchaser by assigning to Purchaser all of Seller's right, title and which are not Permitted Exceptions interest in the Ground Lease (the "Assignment and Assumption of Ground Lease") (in the form attached hereto as Exhibit I). As used in this Agreement, the term "Ground Lease" means that certain Lease Agreement by and between The Massell Companies, a Georgia cor▇▇▇▇▇▇▇n, as landlord, and Glenn E. Hicks, Jr., Curtis O. H▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇le▇ ▇▇▇ ▇. ▇▇▇▇ ▇en▇▇▇▇, ▇▇., ▇▇ ▇▇nant, da▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇, recorded March 9, 1973, in Deed Book 5772, Page 172, in the Land Records of Fulton County, Georgia ("Unpermitted MattersRecords") are ); ▇▇ amended by that certain Amendment of Lease Agreement by and between The Massell Companies, a Georgia cor▇▇▇▇▇▇▇n, as landlord, and Glenn E. Hicks, Jr., Curtis O. H▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇le▇ ▇▇▇ ▇. ▇▇▇▇ ▇en▇▇▇▇, ▇▇., ▇▇ ▇▇nant, da▇▇▇ ▇▇▇ ▇▇, ▇▇▇▇, recorded May 23, 1973, in Deed Book 5825, Page 264, in the result Records; as assigned by that certain Limited Warranty Deed and Assignment of or constitute Lease from Walmar Incorporated, a default hereunder Delaware corporation, to Piedmont-Courtland Associates, a Georgia limited partnership ("Piedmont-Courtland"), dated December 22, 1977, recorded December 22, 1977, in Deed Book 6860, Page 97, in the Records; as consented to by Sellerthat certain Consent by Selig Enterprises, or if Inc., a Georg▇▇ ▇▇rporation ("Ground Lessor"), and Piedmont-Courtland, dated December 8, 1977, recorded December 22, 1977, in Deed Book 6860, Page 103, in the Records; as assigned by that certain Assignment of Parking Garage Lease by and between Piedmont-Courtland, Seller has created any Unpermitted Matters between and Ground Lessor, dated December 20, 1984, recorded December 26, 1984, in Deed Book 9311, Page 109, in the date Records. A copy of this Agreement the Ground Lease, as amended and the Closing Dateassigned as aforesaid, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.is attached hereto as Exhibit J.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each100,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of Purchaser's notification to Seller of such new Unpermitted Exception (which will be given by Purchaser, if at all, not later than five (5) business days after Purchaser's receipt of the date-down to the Title Commitment or the Updated Survey and any related underlying documents, as applicable), at Seller's expense, to (i) bond over with a bonding company reasonably satisfactory to Purchaser, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each75,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser, or (ii) have the right, but not the obligation, to bond over (with a bonding company reasonably satisfactory to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, equal or exceed $75,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions on the condition that the form of endorsement shall be reasonably satisfactory to Purchaser. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception. Purchaser may, at Purchaser's sole cost and expense, and without any reduction in or setoff against the Purchase Price as a result thereofliability to Seller, bond over any Unpermitted Exception. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow Escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special limited warranty deed (the "Deed") (in the form attached hereto as of Exhibit G) E and otherwise in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything 5.3. Seller agrees that if any special assessment applicable to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or Property is enacted prior to the Closing all liens or encumbrances created with the consent or agreement of SellerDate, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrancesnotwithstanding Paragraph 3.4(b), Purchaser shall have the right to deduct from terminate this Agreement by written notice to Seller within five (5) business days after Purchaser has actual notice of such enactment. If this Agreement is terminated in accordance with the Purchase Price at Closing terms of this Paragraph 5.3, this Agreement shall be null and void without further action of the amount of any such liens or encumbrancesparties and all Earnest Money, together with acc▇▇▇▇ ▇▇terest thereon shall be returned to Purchaser, and (ii) if neither party shall have any title or survey matters which are unacceptable further liability to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by other, except for Purchaser's obligation to indemnify Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to as more fully set forth in Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over (in a manner reasonably acceptable to Purchaser), cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each25,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding , or (ii) have the foregoingright, if such date down but not the obligation, to the Title Commitment or bond over (in a manner reasonably acceptable to Purchaser), cure and/or have any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,00025,000.00, Seller shall have the right, but not the obligation, to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to exercise its rights under (ii) in the preceding sentence, Purchaser may terminate this Agreement upon notice to Seller within five (5) business days from the date of the date down to the Title Commitment or any other title search, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇deposite▇ ▇▇▇o ▇ the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived in writing by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search a date-down to the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each50,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $50,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing (as hereinafter defined)Closing, a date-down to the Title Commitment or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each5,000.00, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $5,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three seven (37) business days after the expiration of such five said thirty (530) business day period; period provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative affirmative, willful action of Seller (and not by any unrelated third party) with the intention to prevent the sale of the Property in accordance with the terms hereof or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 100,000 in accordance with the terms hereof and Seller fails to expend such said funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 11 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇▇▇▇▇ ▇▇▇o Money theretofore deposited into the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of this Agreementrestore the Property, as more fully set forth in Paragraph 7. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 If, prior to Closing (as hereinafter defined), a date-down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall have the right, but not the obligation, no obligation to bond over, cure and/or have such exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted ExceptionsExceptions and Purchaser shall have no obligation to accept title insurance over such Unpermitted Exception. If Seller fails to bond over, cure or have any Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action to Purchaser within five (5) business days from the date of the date down to the Title Commitment Commitment, or if Seller offers to insure over any other title searchnew Unpermitted Exceptions which, in the aggregate equal or exceed $25,000 but Purchaser refuses to accept insurance over such Unpermitted Exception, Purchaser may terminate this Agreement upon written notice to Seller within three (3) business days after the expiration of such five (5) business day period; provided, however, and notwithstanding anything contained herein to the contrary, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller with the intention of preventing the sale (and not by any unrelated third party) or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either case, then Purchaser shall have the additional rights contained in Paragraph 14 herein. Absent notice from Purchaser to Seller in accordance with the preceding sentence, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants and obligations that specifically survive termination of this Agreement. 5.2 Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed ("Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to by Purchaser in accordance with Paragraph 5.1 above. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.

Condition of Title. 5.1 5.1. If, prior to Closing "Closing" (as hereinafter defined), a date-down to the Title Commitment Commitment, the Existing Survey, or any other title search the Updated Survey discloses any new Unpermitted Exception, Seller shall have thirty (30) days from the date of the date-down to the Title Commitment or the Updated Survey, as applicable, at Seller's expense, to (i) bond over, cure and/or have any Unpermitted Exceptions which, in the aggregate, do not exceed $25,000 100,000.00 (each, a "Minor Unpermitted Exception"), Seller shall, at Seller's expense, bond over, cure and/or have such Minor Unpermitted Exceptions removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Minor Unpermitted Exceptions. Notwithstanding the foregoing, if such date down to the Title Commitment or any other title search discloses any new Unpermitted Exceptions which, in the aggregate, equal or exceed $25,000, Seller shall (ii) have the right, but not the obligation, to bond over, cure and/or have such exceptions any Unpermitted Exceptions which, in the aggregate, equal or exceed $100,000.00, removed from the Title Commitment or to have the Title Insurer commit to insure against loss or damage that may be occasioned by such Unpermitted Exceptions. In such event, the time of Closing shall be delayed, if necessary, to give effect to said aforementioned time periods. If Seller fails to bond over, cure or have any said Unpermitted Exception removed or have the Title Insurer commit to insure as specified above and provide reasonably satisfactory evidence of such action within said thirty (30) day period or if Seller elects not to Purchaser within five exercise its rights under (5ii) business days from in the date of the date down to the Title Commitment or any other title searchpreceding sentence, Purchaser may terminate this Agreement upon written notice to Seller within three five (35) business days after the expiration of such five said thirty (530) business day period; provided, however. In the event Seller elects not to exercise its right under clause (ii) of this Paragraph 5.1, and notwithstanding anything contained herein to the contraryif Purchaser, if the Unpermitted Exception which gives rise to Purchaser's right to terminate was recorded against the Property as a result of the affirmative action of Seller or if Seller is able to bond over, cure or remove a Minor Unpermitted Exception for a cost which Seller has elected not to exceed $25,000 or the Title Insurer is willing to insure over a Minor Unpermitted Exception for a cost not to exceed $25,000 in accordance with the terms hereof and Seller fails to expend such funds in either casecure, terminates this Agreement, then Seller shall, immediately upon demand by Purchaser, reimburse purchaser for all documented third-party costs and expenses incurred by Purchaser in connection with this Agreement, up to a maximum of $25,000. Such third party costs shall have include, without limitation, fees and expenses payable by Purchaser to its legal counsel, costs of third-party, tests and investigations obtained by Purchaser in its examination of the additional rights contained Property, and travel expenses incurred by Purchaser and its employees and agents in Paragraph 14 hereinconnection with Purchaser's examination of the Property. Absent notice from Purchaser to Seller in accordance with the preceding sentenceof Purchaser's election to terminate this Agreement as a result of an Unpermitted Exception, Purchaser shall be deemed to have elected to take title subject to said Unpermitted Exception, without any reduction in or setoff against the Purchase Price as a result thereof. If Purchaser terminates this Agreement in accordance with the terms of this Paragraph 5.1, this Agreement shall terminate become null and void without further action of the parties and all Earnest Money theretofore deposi▇▇▇ ▇▇▇o the escrow by Purchaser, Purchaser together with any interest accrued thereon, shall be returned to Purchaser, and neither party shall have any further liability to the other, except for those covenants Purchaser's obligation to indemnify Seller and obligations that specifically survive termination of restore the Property, as more fully set forth in Paragraph 7, and Seller's obligation to reimburse Seller for expenses as set forth in this AgreementParagraph 5.1 above. 5.2 5.2. Seller agrees to convey fee simple title to the Property to Purchaser by special warranty deed (the "Deed") (in the form attached hereto as Exhibit G) in recordable form subject only to the Permitted Exceptions and any Unpermitted Exceptions not objected to waived by Purchaser in accordance with Paragraph 5.1 abovePurchaser. 5.3 Notwithstanding anything to the contrary set forth herein, (i) in all events, Seller agrees to discharge at or prior to Closing all liens or encumbrances created with the consent or agreement of Seller, of a definite or ascertainable amount and no such lien or encumbrance shall be deemed a "Permitted Exception," and, in the event Seller fails to discharge said liens or encumbrances, Purchaser shall have the right to deduct from the Purchase Price at Closing the amount of any such liens or encumbrances, and (ii) if any title or survey matters which are unacceptable to Purchaser and which are not Permitted Exceptions ("Unpermitted Matters") are the result of or constitute a default hereunder by Seller, or if Seller has created any Unpermitted Matters between the date of this Agreement and the Closing Date, then whether or not this Agreement was terminated pursuant to Paragraph 7.1, Purchaser shall have the rights and remedies provided for in Paragraph 14 hereof.