Common use of Condition of Title Clause in Contracts

Condition of Title. The Property shall be conveyed to Buyer by Seller by grant deed, in the form customarily used by Escrow Holder in the County ("Grant Deed"), subject only to a lien to secure payment of real estate taxes and assessments, not delinquent; (ii) the lien of supplemental taxes, not delinquent; (iii) all matters apparent from an inspection of the Property and all other title matters affecting the Property created by or with the written consent of Buyer; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, and the Declaration referenced in Section 7(a)(ii) below), (v) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (vi) the lease or leases, if any (the "Leases"), that will encumber the Property as of the Close of Escrow, which are listed on Exhibit C and by this reference incorporated herein (collectively, "Approved Condition of Title"). Buyer has received and reviewed (i) that certain Preliminary Report issued by First American Title Insurance Company, dated May 30, 2002, issued under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove prior to the Close of Escrow; and (ii) that certain ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, are collectively referred to as the "Approved Exceptions".

Condition of Title. 5.1. The following conditions concerning title to the Property shall exist at the time of Closing hereunder, and the obligation of Purchaser to close hereunder shall be expressly conditioned upon and subject to the satisfaction (or written waiver by Purchaser) of each such condition: 5.1.1. Title to the entire Property shall be conveyed (and is required to Buyer by Seller by grant deedbe) good of record and in fact, marketable, and free and clear of all liens, encumbrances, leases, tenancies, and occupancies, except for: (i) customary rights of way and/or easements to public authorities and/or public-regulated utility companies for public street purposes or fire lanes or for utilities or utilities installations; provided that, none of the same, in Purchaser's opinion, interfere with or adversely affect Purchaser's ownership, operation, use or resale of the form customarily used by Escrow Holder in the County entire Property; ("Grant Deed"), subject only to a lien to secure payment of ii) then-current real estate taxes and assessments, assessments and sewer and water charges not delinquent; (ii) the lien of supplemental taxes, not delinquentyet due and payable; (iii) all matters apparent from an inspection those occupancy leases listed on the rent roll attached hereto as Exhibit L, and any leases of tenants entered into after the Property rent roll was prepared and all other title matters affecting shown on the Property created by or updated rent roll to be delivered at Closing pursuant to Section 9.2, which comply with the written consent of Buyercovenant set forth in Paragraph 16.3 hereof; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, Permitted Title and the Declaration referenced in Section 7(a)(ii) below), Survey Exceptions; (v) all applicable lawsan agreement with the Federal Housing Commission requiring the Property to be maintained as rental housing until April 1, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property1998; and (vi) the lease any other exceptions or leases, if any (the "Leases"), that will encumber the Property as of the Close of Escrow, which are listed on Exhibit C and survey matter waived in writing by this reference incorporated herein Purchaser (collectively, the "Approved Condition of TitlePermitted Exceptions"). 5.1.2. Buyer has received Title to the entire Property shall be insurable, in an amount not less than the Purchase Price of the Property, by Title Company, at standard rates and reviewed without the payment of any special premium, under the current ALTA standard full coverage owner's title insurance policy form, which shall contain no Schedule B-1 exceptions, except for the Permitted Exceptions. 5.2. In the event that title to the entire Property at Closing is not as required pursuant to the terms and provisions of Section 5.1 above, then Purchaser shall have the option, in its sole discretion, exercised by written notice to the Seller, to: (i) waive such defects and proceed to Closing in accordance with the terms of this Agreement, or (ii) terminate this Agreement, obtain a refund of the Earnest Money and return to Sell▇▇ ▇▇▇ documents related to the Property delivered to Purchaser by Seller, whereupon all parties hereto shall be thereupon relieved from any further liability or obligation hereunder (except with respect to those provisions hereof that certain Preliminary Report issued by First American Title Insurance Company, dated May are expressly intended to survive the termination of this Agreement as set forth herein); or (iii) delay the Closing hereunder for up to thirty (30, 2002, issued under Order No.909591 ) days to enable Seller to cure the title defect (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which provided that Seller shall endeavor not be obligated to remove cure such title defect). In the event Seller advises Purchaser by written notice at or prior to the Close date closing would have occurred absent such failed condition that Seller elects not to cure the title defect, then Purchaser shall be required to exercise either of Escrow; the remedies set forth in clauses (i) and (ii) that certain ALTA Survey prepared above within five (5) days following receipt of such notice. 5.3. Seller agrees to convey fee simple title to the Property to Purchaser by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ special warranty deed (the "ALTA Survey); such approved exceptions, together with Deed") in recordable form subject only to the matters shown on the ALTA Survey Permitted Exceptions and such additional those exceptions as may arise prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, are collectively referred to as the "Approved Exceptions"otherwise waived by Purchaser in writing.

Condition of Title. The Property If not previously delivered prior to execution of this PSA, within five (5) days after the Effective Date, Seller shall be conveyed cause Escrow Holder, as agent for Chicago Title Insurance Company (“Title Company”) to issue its preliminary report of title or title commitment for the Land and the easements appurtenant thereto (the “Preliminary Report”) together with legible copies of all exceptions and other documents referred to therein, and legible copies of all off-record matters referred to therein (e.g., by recorded memoranda, notice or the like) or of which Seller otherwise has knowledge and which affect title to the Land or the easements appurtenant thereto (e.g., unrecorded easements, leases, licenses, occupancy agreements and the like), which have not been provided in the Sharefile or pursuant to Section 6.2 above. Seller shall convey title to the Land and Improvements and the easements appurtenant thereto to Buyer by Seller by grant deed, in the form customarily used by Escrow Holder in the County free and clear of all monetary liens and encumbrances ("Grant Deed"except a lien for current real property taxes and assessments collected with such taxes), and subject only to a lien non-monetary encumbrances, contracts, agreements, rights, easements, rights-of-way, mineral leases, rights and reservations, the Required Assumption Contracts, and other exceptions set forth in the Preliminary Report that have been specifically approved by ▇▇▇▇▇ in writing (the “Permitted Exceptions”). Upon receipt of the Preliminary Report and copies of all of documents referred to secure payment above, ▇▇▇▇▇ shall have thirty (30) days from the later to occur of real estate such receipt or the Effective Date to notify Seller in writing of any exceptions to title disclosed thereby that Buyer, in its sole and absolute discretion, disapproves (the “Objectionable Exceptions”). Seller shall have an affirmative obligation to remove all monetary liens and encumbrances, including without limitation tax liens for delinquent taxes and assessments (but not liens for current taxes and assessments), not delinquent; (ii) the lien mechanic’s liens, judgments, deeds of supplemental taxes, not delinquent; (iii) all matters apparent from an inspection of the Property and all other title matters affecting the Property created by or with the written consent of Buyer; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 belowtrust, and the Declaration referenced in Section 7(a)(ii) belowfinancing statements (“Monetary Exceptions”), (v) all applicable lawsand any right, ordinancesinterest or claim that may exist, rules arise or be asserted against the Title under or pursuant to the Perishable Agricultural Commodities Act of 1930, as amended, 7 USC 499a et seq., the Packers and governmental regulations (includingStockyard Act of 1921, but not limited to those relative to buildingas amended, zoning and land use) affecting the development7 USC 181 et seq., use, occupancy or enjoyment of the Property; and (vi) the lease or leases, if any (the "Leases"), that will encumber the Property as of the Close of Escrow, which are listed on Exhibit C and by this reference incorporated herein similar state laws (collectively, "Approved Condition “PACA Liens”), whether or not listed in the Buyer’s notice of Title"Objectionable Exceptions; provided, however, if the Title Insurer will not agree to remove any PACA liens, Seller hereby agrees to indemnify Buyer for any losses experienced by Buyer, including any costs to remove or satisfy any claims of PACA Liens which have attached to the Property, and all Buyer’s reasonable legal fees with respect thereto (the “PACA Indemnification”), which PACA Indemnification shall survive the Closing for a period of four years following the Closing. If Buyer has received and reviewed notifies Seller of one or more Objectionable Exceptions, Seller shall have five (5) business days after receipt of such written notice to (i) that certain Preliminary Report issued by First American Title Insurance Company, dated May 30, 2002, issued under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded remove or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor agree to remove the Objectionable Exception(s) prior to the Close of Escrow, and proceed to close the sale; and or (ii) that certain refuse to remove the Objectionable Exception(s) (but not any Monetary Exceptions), in which case, prior to the end of the Due Diligence Period Buyer may elect to waive its objection and proceed to close the sale, or withdraw its offer to purchase the Property and receive a refund of the Deposit, whereupon neither Party shall have any further obligation to sell or purchase the Property. Buyer may at its cost and expense, undertake a boundary or full ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ survey of the Land (the "ALTA “Survey”); such approved exceptions. In the event that Buyer elects to have the Land or any portion of it surveyed, together with the matters shown on the ALTA Survey and such additional exceptions as may arise Buyer shall have until five (5) days prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment expiration of the Property following Due Diligence Period, to raise additional Objectionable Exceptions disclosed by the Survey but not otherwise described in the Preliminary Report (an “Arising Exception”). If thereafter, but prior to the Close of Escrow, are collectively referred the Survey is materially changed, revised or amended, or any amended Preliminary Report is issued as a result thereof, Buyer shall have an additional five (5) days within which to raise additional Objectionable Exceptions arising from such change, revision or amendment. In the event Buyer gives timely notice of an Arising Exception, then the evaluation and elections concerning such Arising Exception shall be conducted in the same manner and time periods as Objectionable Exceptions as specified in this Section 6.4 above. Seller will convey marketable title to all Crops, Tangible Personal Property, Intangible Personal Property, Oil, Gas and Mineral Rights, Water Rights, and Environmental Attributes to Buyer at the "Approved Close of Escrow, free of all liens and encumbrances (subject to the Permitted Exceptions").

Condition of Title. The Property shall be conveyed to Buyer by Seller by grant deed, in the form customarily used by Escrow Holder in the County ("Grant Deed"), subject only to a lien to secure payment of real estate taxes and assessments, not delinquent; (ii) the lien of supplemental taxes, not delinquent; (iii) all matters apparent from an inspection of the Property and all other title matters affecting the Property created by or with the written consent of Buyer; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, and the Declaration referenced in Section 7(a)(ii) below), (v) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (vi) the lease or leases, if any (the "Leases"), that will encumber the Property as of the Close of Escrow, which are listed on Exhibit C and by this reference incorporated herein (collectively, "Approved Condition of Title"). Buyer has received and reviewed (i) that certain Preliminary Report issued by First American Title Insurance Company, dated May 30, 2002, 1st Amend (6-19-02), issued under Order No.909591 ▇▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception NosNo. _________9, which Seller shall endeavor to remove prior to the Close of Escrow; and (ii) that certain ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey"); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, are collectively referred to as the "Approved Exceptions".

Condition of Title. The Property a. Escrow Agent shall be conveyed deliver to Buyer the District and ▇▇▇▇▇▇ Homes within five (5) Regular Business Days (defined in Section 25(e) herein) after the Opening of Escrow a current preliminary title report or commitment (including matters revealed by Seller by grant deed, in the form customarily used by Escrow Holder in the County ("Grant Deed"), subject only to a lien to secure payment of real estate taxes and assessments, not delinquent; (ii) the lien of supplemental taxes, not delinquent; (iii) all matters apparent from an inspection of the Exchange Properties) leading to the issuance of an ALTA extended form coverage owner's policy of title insurance with respect to each of the Exchange Properties (the "Title Reports"). The Title Report for the ▇▇▇▇▇▇ Property shall reflect insurance in the amount of $132,684.00 and shall be accompanied by readable copies of all instruments of record referred to therein. The Title Report for the District Property shall reflect insurance in the amount of $132,684.00 and shall be accompanied by readable copies of all instruments of record referred to therein. The Parties acknowledge that the values for insurance purposes do not necessarily reflect the fair market value of such property but represent replacement value. b. The District and ▇▇▇▇▇▇ Homes shall each have until five (5) Regular Business Days (as defined in Section 25(e) below) from receipt of the Title Reports (the "Title Review Period") within which to object, in writing to each other title and Escrow Agent, to the legal description, any matters affecting title shown on the Property created Title Reports and related documents or matters that would be disclosed by or with an inspection of the written consent of Buyerrespective Exchange Properties (the "Objections"), it being agreed that the exchange contemplated herein is based upon free and clear title subject to: (a) the usual printed exceptions contained in a ALTA Extended Form Coverage Title Insurance Policy; (ivb) all matters which could reasonably be disclosed by an inspection of the Exchange Properties and not objected to within the Title Review Period; and (c) such other exceptions to title as may be approved and/or accepted by Buyer the District or ▇▇▇▇▇▇ Homes in accordance their sole and absolute discretion, with this Agreement (including respect to the Approved Exceptions referenced in this Section 5 belowrespective Exchange Properties to be received. It is understood that the each of the Exchange Properties is to be conveyed free and clear of any pecuniary encumbrances, and that if such exist the Declaration referenced in Section 7(a)(ii) below), (v) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment same shall be paid by Close of the Property; and (vi) the lease or leases, if any Escrow. c. If a Party (the "LeasesObjecting Party")) makes an Objection or Objections to the other Party (the "Responding Party") within the Title Review Period, that will encumber the Property as of Responding Party shall attempt, in good faith and using due diligence, to remove the Objection(s) before Close of Escrow. If, which are listed on Exhibit C and by this reference incorporated herein (collectivelydespite such attempt, "Approved Condition of Title"). Buyer has received and reviewed (ithe Objection(s) that certain Preliminary Report issued by First American Title Insurance Companycannot be removed, dated May 30the Objecting Party shall, 2002in its sole discretion, issued under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove prior to the Close of Escrow, elect (i) to waive in writing the curing of the Objection(s) which the Responding Party could not cure; and or (ii) that certain ALTA Survey prepared to cancel this Agreement by ▇▇▇▇▇-▇▇written notice to the Responding Party and Escrow Agent, whereupon neither ▇▇▇▇▇▇ Engineering GroupHomes, dated June 2002nor the District shall have any further liability or obligation to each other except as set forth in this Agreement. The Objecting Party's failure either to give such a written waiver or to cancel this Agreement in writing shall be deemed an election by the Objecting Party to waive such uncured Objections and to close the escrow hereunder. d. In the event that at any time after delivery of the Title Reports Escrow Agent issues an amended or revised preliminary title report with respect to one or both of the Exchange Properties, as job number Escrow Agent shall promptly deliver to the District and ▇▇-▇▇-▇▇▇ Homes such amended or revised preliminary title report, together with legible copies of all instruments referred to therein and not previously furnished to the District and ▇▇▇▇▇▇ Homes (collectively, the "Amended Report"). The District and ▇▇▇▇▇▇ Homes shall have three (3) "Regular Business Days" (defined in Sections 25(e) below) from their receipt of the Amended Report in which to advise the other Responding Party, in writing, of any Objections the Objecting Party may have to any item set forth in the Amended Report and not previously disclosed by the Title Report (the "ALTA SurveyAdditional Objections"); , unless such item was previously approved exceptionsor was created by the Objecting Party. If the Additional Objections are made within the time specified, together with the matters shown on Responding Party shall attempt, in good faith and using due diligence, to remove the ALTA Survey and Additional Objection(s) before Close of Escrow. If, despite such additional exceptions as may arise attempt, the Additional Objection(s) cannot be removed, the Objecting Party shall, in its sole discretion, prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, are collectively referred elect (i) to waive in writing the curing of the Additional Objection(s) which the Responding Party could not cure; or (ii) to cancel this Agreement by written notice to the Responding Party and Escrow Agent, whereupon neither ▇▇▇▇▇▇ Homes, nor the District shall have any further liability or obligation to each other except as the "Approved Exceptions"set forth in this Agreement.

Condition of Title. The Property shall be conveyed to Buyer by Seller by grant deed, in the form customarily used by Escrow Holder in the County ("Grant Deed"), subject only to a lien to secure payment of real estate taxes and assessments, not delinquent; (ii) the lien of supplemental taxes, not delinquent; (iii) all matters apparent from an inspection of the Property and all other title matters affecting the Property created by or with the written consent of Buyer; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, and the Declaration referenced in Section 7(a)(ii) below), (v) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (vi) the lease or leases, if any (the "Leases"), that will encumber the Property as of the Close of Escrow, which are listed on Exhibit C and by this reference incorporated herein (collectively, "Approved Condition of Title"). Buyer has received and reviewed (i) that certain Preliminary Report issued by First American Title Insurance Company, dated May 30, 2002, issued under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove prior to the Close of Escrow; and (ii) that certain ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, are collectively referred to as the "Approved Exceptions".

Condition of Title. The If the Purchase Option or the ROFO is exercised by Optionee, at the closing pursuant thereto, Owner shall convey to Optionee marketable and insurable fee simple title to the Real Property shall be conveyed to Buyer by Seller by grant deed, in the form customarily used by Escrow Holder in the County subject to: ("Grant Deed"), subject only to a lien a) liens to secure payment of real estate taxes and assessments, assessments not delinquentdelinquent (subject to proration at closing); (iib) the lien of supplemental taxes, not delinquent; (iii) all matters apparent from an inspection of the Property applicable zoning and all other title matters affecting the Property created by or with the written consent of Buyer; (iv) exceptions to title approved and/or accepted by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, and the Declaration referenced in Section 7(a)(ii) below), (v) all applicable use laws, ordinances, rules and regulations of any municipality, township, county, state or other governmental regulations agency or authority; (including, but not limited to those relative to building, zoning and land usec) affecting the development, use, occupancy or enjoyment all matters that would be disclosed by an updated survey of the Option Property; (d) a standard exclusion from Optionee’s Title Policy for matters that are actually known to Optionee and (vi) not disclosed to the lease Title Company, provided that the foregoing shall not mean or leases, if any (the "Leases"), imply that title will encumber the Property as of the Close of Escrow, which are listed on Exhibit C and be conveyed to or accepted by this reference incorporated herein (collectively, "Approved Condition of Title"). Buyer has received and reviewed Optionee subject to (i) any matters shown on the current or any previous preliminary reports received by Optionee but not included in the approved exceptions listed in clause (f) below or exceptions approved by Optionee pursuant to clause (h), (ii) any items or matters that certain Owner is required, pursuant to this Agreement or in the Option Purchase Agreement or ROFO Purchase Agreement, as applicable, to remove; (e) any exceptions or matters created by Optionee, its agents, employees or representatives; (f) the exceptions identified as items numbered 1 through 9, 12 through 20 and 22 through 24 on the Preliminary Report issued for the Option Property prepared by First American Title Insurance Companythe Title Company and attached hereto as Exhibit C, dated May 30, 2002, issued under Order No.909591 (g) any matters depicted on the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove prior survey provided by Owner pursuant to the Close of EscrowPhase 1 Purchase Agreement; and (iih) that certain ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002such other exceptions as Optionee may approve in writing pursuant to the Option Purchase Agreement or the ROFO Purchase Agreement, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, are collectively referred to as the "Approved Exceptions"applicable.

Condition of Title. The Property At the Closing, Seller shall be conveyed convey to Buyer by Seller marketable and insurable fee simple title to the Real Property by grant deed, in deed (the form customarily used by Escrow Holder in the County ("Grant “Deed"”), subject only to a lien to: (i) liens to secure payment of real estate taxes and assessments, assessments not delinquentdelinquent (subject to proration at Closing); (ii) the lien applicable zoning and use laws, ordinances, rules and regulations of supplemental taxesany municipality, not delinquenttownship, county, state or other governmental agency or authority; (iii) all matters apparent from that would be disclosed by an inspection updated survey of the Property and all other title matters affecting the Property created by or with the written consent of BuyerReal Property; (iv) exceptions a standard exclusion from Buyer’s Title Policy for matters that are actually known to Buyer and not disclosed to the Title Company, provided that the foregoing shall not mean or imply that title approved and/or will be conveyed to or accepted by Buyer in accordance with this Agreement subject to (including the Approved Exceptions referenced in this Section 5 below, and the Declaration referenced in Section 7(a)(iiA) below), (v) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (vi) the lease or leases, if any (the "Leases"), that will encumber the Property as of the Close of Escrow, which are listed on Exhibit C and by this reference incorporated herein (collectively, "Approved Condition of Title"). Buyer has received and reviewed (i) that certain Preliminary Report issued by First American Title Insurance Company, dated May 30, 2002, issued under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove prior to the Close of Escrow; and (ii) that certain ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey current or any previous preliminary reports received by Buyer but not included in the approved exceptions listed in clause (viii) below, (B) any Removal Items or other matters that Seller is required, pursuant to this Agreement or any other document contemplated by this Agreement, to remove; (v) any exceptions or matters created by Buyer, its agents, employees or representatives; (vi) any documents required to be recorded to satisfy the Subdivision Condition as approved by Seller and Buyer pursuant to Article 6, (vii) any documents required to be recorded to satisfy any other conditions set forth in this Agreement; (viii) the exceptions identified as items numbered 1 through 9, and 12 through 21 on the Preliminary Report for the Property dated April 7, 2008 prepared by the Title Company and attached hereto as Exhibit G, (ix) any matters depicted on the survey provided by Seller pursuant to Section 4.1.2; and (x) such additional other exceptions as Buyer may arise prior approve in writing pursuant to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, Section 7.2. The foregoing exceptions to title are collectively referred to collectively as the "Approved “Permitted Exceptions".”

Condition of Title. The (a) Within ten (10) days after the Effective Date (the date this Agreement has been executed by the last of Buyer and Seller), Seller, at its sole cost and expense, shall provide Buyer and Buyer's attorney with: (a) a current standard commitment to issue an owner's policy of title insurance (1992 ALTA Form B), (the "Title Commitment"), issued by the First American Title Company or other nationally recognized title insurance company licensed to conduct business in the State of New York (the "Title Company") and hard copies of all title exceptions; and (b) a current ALTA/ACSM Land Title As-Built survey of the Property, which has been certified to Buyer and such other parties as Buyer may request. Title to the Property shall be good and marketable: (i) free and clear of all liens, restrictions, easements, encumbrances, claims or liens by contractors, subcontractors, mechanics and materialmen, leases, financing statements or other personal property liens or encumbrances and other title objections, other than those exceptions as set forth on the Title Commitment and approved by Buyer (the "Permitted Exceptions") and to the standard printed exceptions in an ALTA form of policy, and (ii) insurable as aforesaid at ordinary rates. Seller shall pay and discharge all liens at Closing or before Closing, at Seller's option; if Seller fails to do so, Buyer shall have the option, at its election, to pay and discharge such liens out of the Purchase Price. (b) If Buyer determines, in its sole and absolute discretion, prior to the expiration of the "Due Diligence Period" (as defined in Section 6(b) below), that there are defects to title such that title to the Property cannot be conveyed to Buyer by at Closing in accordance with the requirements of this Agreement for a reason other than the existence of any lien which cannot be paid at Closing, Seller by grant deedshall take reasonable action to cure the defect, and at Buyer's option, the Closing Date may be postponed for a reasonable time, not exceeding fifteen (15) days, to permit Seller to correct the title defect. If the title defect is of such a nature that it is not capable of being corrected within the fifteen (15) day cure period, then provided Seller shall have been proceeding diligently to effect a cure of the title defect, Seller shall have an additional time period of not exceeding fifteen (15) additional days, in which to complete its cure. If Seller fails or refuses to correct the form customarily used by Escrow Holder in title defect within the County time periods set forth above, Buyer shall have the option: ("Grant Deed"), subject only to a lien to secure payment i) of real estate taxes and assessments, not delinquenttaking such title as Seller can convey without any abatement of the Purchase Price; or (ii) of terminating Buyer's obligations under this Agreement, in which event, the lien of supplemental taxes, not delinquent; (iii) all matters apparent from an inspection of the Property Deposit and all interest accrued on the Deposit shall be returned to Buyer and the parties shall have no further obligations to each other title matters affecting except those which by their terms shall specifically survive the Property created by or with the written consent termination of Buyer; (iv) exceptions to title approved and/or accepted this Agreement. Survey issues raised by Buyer in accordance with are to be treated pursuant to this Agreement (including the Approved Exceptions referenced in this Section 5 below, and the Declaration referenced in Section 7(a)(iiparagraph 4(b) below), (v) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and (vi) the lease or leases, as if any (the "Leases"), that will encumber the Property as of the Close of Escrow, which they are listed on Exhibit C and by this reference incorporated herein (collectively, "Approved Condition of Title"). Buyer has received and reviewed (i) that certain Preliminary Report issued by First American Title Insurance Company, dated May 30, 2002, issued under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove prior to the Close of Escrow; and (ii) that certain ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, are collectively referred to as the "Approved Exceptions"title defects.

Condition of Title. The Property At the Closing, Seller shall be conveyed convey to Buyer by Seller marketable and insurable fee simple title to the Real Property by grant deed, in deed (the form customarily used by Escrow Holder in the County ("Grant “Deed"”), subject only to a lien to: (i) liens to secure payment of real estate taxes and assessments, assessments not delinquentdelinquent (subject to proration at Closing); (ii) the lien applicable zoning and use laws, ordinances, rules and regulations of supplemental taxesany municipality, not delinquenttownship, county, state or other governmental agency or authority; (iii) all matters apparent from that would be disclosed by an inspection updated survey of the Property and all other title matters affecting the Property created by or with the written consent of BuyerReal Property; (iv) exceptions a standard exclusion from Buyer’s Title Policy for matters that are actually known to Buyer and not disclosed to the Title Company, provided that the foregoing shall not mean or imply that title approved and/or will be conveyed to or accepted by Buyer subject to (A) any matters shown on the current or any previous preliminary reports received by Buyer but not included in accordance with this Agreement the approved exceptions listed in clause (including the Approved Exceptions referenced in this Section 5 viii) below, and (B) any Removal Items or other matters that Seller is required, pursuant to this Agreement, the Declaration referenced in Section 7(a)(ii) below)Grant, or any other document contemplated by this Agreement, to remove; (v) all applicable lawsany exceptions or matters created by Buyer, ordinancesits agents, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy employees or enjoyment of the Propertyrepresentatives; and (vi) the lease or leases, if any (exceptions identified as items numbered on the "Leases"), that will encumber Preliminary Report for the Property prepared by the Title Company and attached hereto as of Exhibit B, (vii) any matters depicted on the Close of Escrow, which are listed on Exhibit C survey provided by Seller pursuant to the Grant; and by this reference incorporated herein (collectively, "Approved Condition of Title"). viii) such other exceptions as Buyer has received and reviewed (i) that certain Preliminary Report issued by First American Title Insurance Company, dated May 30, 2002, issued under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded or unrecorded, referred to may approve in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove writing prior to the Close of Escrow; and (ii) that certain ALTA Survey prepared by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional Effective Date hereof or pursuant to Section 7.2. The foregoing exceptions as may arise prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment of the Property following the Close of Escrow, title are collectively referred to collectively as the "Approved “Permitted Exceptions".”

Condition of Title. The Property Title to the Land shall be conveyed delivered to Buyer by Seller by grant deedand Buyer agrees to accept such title subject to all of the following (the “Permitted Exceptions”): (i) All exceptions referenced in Seller’s Title Policy (except items 1, in 2 and 11-13 on Schedule B) and all matters shown on Seller’s Survey (the form customarily used by Escrow Holder in the County ("Grant Deed"“Existing Title Exceptions”), subject only to a lien to secure payment of real estate taxes and assessments, not delinquent; ; (ii) Zoning and building regulations, insurance and rating codes and regulations, ordinances and requirements and any other laws, regulations or ordinances affecting the lien of supplemental taxes, not delinquent; Property or its use adopted by any authority having jurisdiction over the Property and the use thereof; (iii) all matters apparent from an inspection of the Property All taxes, impositions and all other title matters affecting the Property created by or with the written consent of Buyer; assessments not yet due and payable; (iv) All other Title Documents or exceptions to title approved and/or accepted or deemed approved by Buyer in accordance with this Agreement (including the Approved Exceptions referenced in this Section 5 below, and the Declaration referenced in Section 7(a)(ii) below3(c), ; (v) all applicable laws, ordinances, rules and governmental regulations (including, but not limited to those relative to building, zoning and land use) affecting the development, use, occupancy or enjoyment of the Property; and All Real Property Leases; (vi) Such state of facts as would be disclosed by a survey, a physical inspection of the lease Property or leasesas disclosed by any of the Due Diligence Documents; and (vii) Any matters created by or through Buyer. Not less than ten (10) days prior to the expiration of the Inspection Period, if Buyer shall notify Seller of any items in the Title Commitment or Survey (other than the Existing Title Exceptions and those items identified in Sections 3(b)(ii), 3(b)(iii), 3(b)(v) and 3(b)(vi)) which are unsatisfactory to Buyer in its sole and absolute discretion (the "Leases"“Objections”). Except to the extent that Buyer notifies Seller of any Objections in accordance with the foregoing, any items that will encumber are shown in the Property Title Commitment or on the Survey as of the Close expiration of Escrowthe Inspection Period shall be deemed to have been approved by Buyer and shall be Permitted Exceptions for all purposes under this Agreement. If Buyer timely notifies Seller of any Objections, which are listed on Exhibit C Seller may, but except as expressly provided herein shall not be obligated to, elect to cure any or all of such Objections, to Buyer’s and by this reference incorporated herein the Title Company’s reasonable satisfaction. Seller shall give notice to Buyer within five (collectively5) days following the date of Buyer’s delivery to Seller of the Objections, "Approved Condition of Title")stating whether Seller agrees to cure each such Objection prior to the Closing. If Seller fails timely to give such notice, then Seller shall be conclusively deemed to have elected not to cure any such Objections. If Seller elects (or is deemed to elect) not to agree to cure any such Objections, then Buyer has received and reviewed may either (i) that certain Preliminary Report issued by First American Title Insurance Companywaive such Objections, dated May 30without any reduction of the Purchase Price, 2002, issued in which event such waived Objections shall become Permitted Exceptions for all purposes under Order No.909591 (the "Preliminary Report"), and all documents, whether recorded this Agreement or unrecorded, referred to in the Preliminary Report, and Buyer hereby approves all exceptions shown thereon, except for Exception Nos. _________, which Seller shall endeavor to remove prior to the Close of Escrow; and (ii) terminate this Agreement by written notice to Seller, whereupon the Deposit shall be promptly returned to Buyer and the parties shall have no further rights or liabilities under this Agreement other than those that certain ALTA Survey prepared expressly survive the termination of this Agreement. Buyer shall make the election described in the preceding sentence by ▇▇▇▇▇-▇▇▇▇▇▇▇▇ Engineering Group, dated June 2002, as job number ▇▇-▇▇-▇▇▇ (the "ALTA Survey); such approved exceptions, together with the matters shown on the ALTA Survey and such additional exceptions as may arise written notice to Seller prior to Close of Escrow but which do not materially interfere with the Buyer's use and enjoyment expiration of the Property Inspection Period, or, if later, within five (5) days following its receipt or deemed receipt of Seller’s notice with respect to the Close of Escrowapplicable Objection, are collectively referred and in the event Buyer does not make such election, Buyer shall be conclusively deemed to as the "Approved Exceptions"have waived all Objections. Seller shall cure at or before Closing any Objection that it has agreed to cure in accordance with this Section 3(c).