Common use of Title Commitments Clause in Contracts

Title Commitments. Each Purchaser acknowledges and agrees that it has reviewed preliminary Title Commitments and a survey of the Real Property (the “Survey”) and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c).

Title Commitments. Each Seller shall convey good and marketable title to the Property to Purchaser acknowledges and agrees that it at Closing, subject only to the “Permitted Encumbrances” (defined below). Purchaser has reviewed preliminary Title Commitments and ordered a survey title commitment for each of the Real self storage facilities comprising the Property (collectively, the “Title Commitments”) for an ALTA Owner’s Policy of Title Insurance for each such self storage facility (collectively, the “Title Policies”), issued by the Title Company, insuring good and marketable fee simple title to the Property, together with copies of all exceptions listed therein. Purchaser shall have fifteen (15) business days following its receipt of the Title Commitments, legible copies of all exceptions listed therein and the “Surveys” (as defined in Section 4.1.3), but in no event later than the last day of the Approval Period, to deliver to Seller a written notice of Purchaser’s objections to title for each parcel described in Section 1.1(a) (the “SurveyParcel”) and comprising a portion of the Property (individually, a “Title Objection Letter”). Seller shall have the right, but not the obligation, to cure Purchaser’s objections to title; subject, however, to Seller’s obligation to remove all “Monetary Liens” (as defined below in this Section 4.1.2) by Closing. Seller shall notify Purchaser in writing within five (5) business days following Seller’s receipt of a Title Objection Letter concerning which title objections, if any, Seller has agreed to cure. In the event that Seller does not undertake to cure all exceptions of the objections in each such Title Objection Letter to Purchaser’s sole satisfaction (or does not timely respond to any such Title Objection Letter), then each self storage facility comprising the Property with respect to which Seller has not agreed to cure all of Purchaser’s title objections shall be herein referred to as a “Title Objection Property”. Purchaser shall have the right for ten (10) business days after receipt of Seller’s response to each Title Objection Letter relating to a Title Objection Property (or five (5) business days following the expiration of the period within which Seller was to so respond) to either (i) waive any such title objection in writing (in which event such waived title objection shall be deemed to be a Permitted Encumbrance (as defined below in this Section 4.1.2), or (ii) terminate this Agreement upon written notice to Seller (“Purchaser’s Title Notice”) with respect to such Title Objection Property (or Title Objection Properties, as the case may be), whereupon (a) the parties shall proceed to Closing with respect to the remainder of the Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to such Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule B “C” attached hereto, and (b) neither party shall have any further right or obligation hereunder with respect to each such Title CommitmentObjection Property (or Title Objection Properties, each of as the case may be) with respect to which this Agreement is listed on Exhibit Ebeing terminated, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel Surviving Obligations relating thereto. All exceptions set forth in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates Schedule B of the Title Commitments and updates which are not objected to by Purchaser (including matters initially objected to by Purchaser which objections are subsequently waived in writing) are herein collectively called the “Permitted Encumbrances”. In the event that any update to any of the Survey Title Commitments indicates the existence of any liens, encumbrances or other defects or exceptions (the “Unacceptable Encumbrances”) which are not shown in the initial Title Commitments and that are unacceptable to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser, Purchaser shall bear the cost and expense within ten (10) business days after receipt of any examination such update to such Title Commitment notify Seller in writing of title commissioned by its objection to any such Unacceptable Encumbrance (the “Unacceptable Encumbrance Notice”). Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to take any steps or on behalf of such Purchaser bring any action or proceeding or otherwise to incur any mortgagee and of expense whatsoever to eliminate or modify any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Unacceptable Encumbrances; provided, however, that Seller shall, prior to Closing, eliminate by paying, bonding around or otherwise discharging in a manner satisfactory to Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) any Unacceptable Encumbrances that arise by, through or under Seller, and (ii) any mortgages, deeds of trust, deeds to secure debt, mechanics’ liens or monetary judgments that appear on any of the Title Commitments (collectively, “Monetary Liens”). In the event Seller shall is unable, unwilling or for any reason fails to eliminate or modify all of the Unacceptable Encumbrances to the sole satisfaction of Purchaser (other than the Unacceptable Encumbrances and Monetary Liens required to be responsible for removed by Seller in accordance with the recording fee related preceding sentence), Purchaser may terminate this Agreement as to each Deedthe Title Objection Property in question by delivering notice thereof in writing to Seller by the earliest to occur of (i) the applicable Closing Date, (ii) Seller and PropCo ten (10) business days after Seller’s written notice to Purchaser shall each pay 50% of the premium attributable Seller’s intent to PropCo Purchaser’s non-imputation endorsementnot cure one or more of such Unacceptable Encumbrances, or (iii) ten (10) business days after the Unacceptable Encumbrance Notice, in the event Seller and OpCo Purchaser does not timely respond thereto. Upon a termination of this Agreement with respect to a Title Objection Property (or Title Objection Properties, as the case may be) pursuant to the immediately preceding sentence, (y) the parties shall each pay 50% proceed to Closing with respect to the remainder of the premium attributable Property, with the Purchase Price being reduced by the portion of the Purchase Price allocable to OpCo Purchaser’s non-imputation endorsementthe applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, as set forth on Schedule “C” attached hereto, and (ivz) neither party shall have any further right or obligation hereunder with respect to the applicable Title Objection Property (or Title Objection Properties, as the case may be) with respect to which this Agreement is being terminated, other than the Surviving Obligations relating thereto. Notwithstanding the foregoing, if Purchaser elects to terminate this Agreement as to a Title Objection Property, Seller shall have the right, in its sole and absolute discretion, to terminate this Agreement with respect to all of the other Properties (which, together with the Title Objection Property, shall be collectively referred to as the “Title Portfolio Properties”) owned by the entity comprising Seller which also owns the Title Objection Property, upon written notice delivered by Seller to Purchaser within two (2) business days of Seller’s receipt of Purchaser’s Title Notice (herein referred to as “Seller’s Title Notice”), whereupon the Purchase Price shall be adjusted in accordance with Schedule “C” hereto, and the parties shall have no further obligations hereunder as concerns any such Title Portfolio Properties, except that for a period of one year following Seller’s Notice, if Seller elects to sell one or more of the Title Portfolio Properties, Seller must first offer, by written notice to Purchaser (the “Title Offer Notice”), to sell such property or properties to Purchaser, which sale shall be (i) upon the same terms and conditions set forth in this Agreement for a period of six (6) months following Seller’s Title Notice, and (ii) upon such terms and conditions as Seller hereafter elects to market such properties for the second six (6) month period following Seller’s Title Notice (herein referred to as the “Title Right of First Offer”). Purchaser shall have a period of thirty (30) days after receipt of the Title Offer Notice within which to accept Seller’s offer to sell such property or properties by delivering written notice of such acceptance to Seller. If Purchaser does not elect to accept Seller’s offer to purchase such property or properties offered to Purchaser by Seller then the Title Right of First Offer shall expire as to the property or properties offered; provided that the property or properties offered are sold at the price or a higher price stated in the Title Offer Notice. Upon the purchase of any Title Portfolio Properties, the Purchaser shall pay Seller the applicable incremental percentage of the Transition Fee. The terms of this Section 6(c)4.1.2 shall survive Closing.

Title Commitments. Each Purchaser acknowledges With respect to each Improved Parcel, Title Insurer is irrevocably committed to issue an American Land Title Association Owner’s Policy of Title Insurance with Extended Coverage (ALTA Form 2006), or its state equivalent, together with such endorsements as may be requested by Buyer in writing to Sellers and agrees that it has reviewed preliminary the Title Commitments Insurer during the Investigation Period and were approved for issuance by Title Insurer by issuance of a survey pro forma policy including such endorsements or otherwise by written notice to Buyer and Sellers during the Investigation Period, with liability in the amount of the applicable portion of the Purchase Price as identified on the Property List, insuring that fee title to the applicable Real Property is vested in Buyer, and with all Third Party Monetary Liens removed or insured over or otherwise addressed in a manner reasonably satisfactory to Buyer (but only if and to the extent such Third Party Monetary Liens were timely raised by Buyer as an Objection Matter in accordance with Section 4.1(e) or as a New Matters Objection in accordance with Section 5.1(j)(ii)), and subject only to: (i) the exclusions listed in the “SurveyExclusions from Coverage” and the standard “Conditions” of the ALTA Extended Coverage Policy; and (ii) the Permitted Title Exceptions, as applicable (each, a “Title Policy” and collectively, the “Title Policies”) and that all exceptions ). Notwithstanding the foregoing, any condition in favor of Buyer relating to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates issuance of the Title Commitments Policies with Extended Coverage and updates with certain endorsements requested by Buyer as provided for herein is subject in all respects to Buyer obtaining and Title Insurer reviewing such Updated Surveys during the Investigation Period, and if Buyer fails to obtain such Updated Surveys or Title Insurer fails to review such Updated Surveys during the Investigation Period, then the requirement that the Title Policies be issued with Extended Coverage and with any endorsements requested by Buyer that require Title Insurer to have reviewed and approved the Updated Surveys shall be deemed null and void and deleted in its entirety (provided the issuance of the Survey to Seller Title Policies as otherwise required hereunder shall remain in full force and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(ceffect).

Title Commitments. The ▇▇▇▇▇▇▇ Contributor has heretofore caused (at their sole cost and expense) TitleServNY as agent for ▇▇▇▇▇▇▇ Title Guaranty Company (the "Title Company") to issue to Acquiror an owner's title insurance commitment for each of the Properties other than ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ (the "Title Commitments"). The title insurance policy to be issued at Closing by the Title Company pursuant to the Title Commitment (the "Title Policy") shall be an ALTA Form B (1987 or later) owner's policy with respect to each Property. Each Purchaser acknowledges Title Commitment shall reflect the full amount of the Allocated Amount for each Property, show fee simple or leasehold, as applicable, title to the Properties vested in the ▇▇▇▇▇▇▇ Contributor or the Partnerships, together with legible and agrees complete copies of all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitments. It shall be an Acquiror's Condition Precedent that it has reviewed preliminary the Title Commitments Policies (or "marked-up" title commitments) shall have all standard and general printed exceptions deleted so as to afford full "extended form coverage," and shall further include an owner's comprehensive endorsement (or the equivalent by way of affirmative insurance); an endorsement certifying that the bills for the real estate taxes pertaining to the Land and Improvements do not include taxes pertaining to any other real estate; an access endorsement; a contiguity endorsement, if applicable; a subdivision or plat act endorsement; a survey "land same as" endorsement; a zoning 3.1 endorsement (amended to include parking); a creditors' rights endorsement; an endorsement indicating that the Properties are not within any special benefit district for any entity that has been created and that will assess any one or more of the Real Property (Properties, but no assessments from such entity currently appear of record; and any other endorsements reasonably requested by Acquiror and reasonably approved by the “Survey”) ▇▇▇▇▇▇▇ Contributor, including non-imputation and that all exceptions to title set forth on Schedule B to "Fairway" endorsements. As an Acquiror's Condition Precedent, each Title CommitmentCommitment shall be marked for laterdating to cover the Closing and the recording of the Deeds, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on and the Title Company shall deliver the Title Policies (or "marked-up" title commitments) to Acquiror concurrently with the Closing. Should an update to any Title Commitment after the date hereof and indicate matters that do or would materially adversely affect the value or marketability of title to any Property, or other matters which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofdo or would materially adversely affect Acquiror's use, and that Seller shall not be obligated to remove operation or financing of any Property, such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for considered Defects (as defined below) and the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as cure provisions set forth in Section 6(c)Subparagraph 5(e) shall apply, provided that a Defects Notice (as defined below) is timely delivered with respect to such Defects.

Title Commitments. Each Purchaser acknowledges Between the date of this Agreement and agrees the Closing Date, if required by Buyer, the Company will use commercially reasonable efforts to cooperate with Buyer to obtain a commitment for an ALTA Owner's Title Insurance Policy 2006 Form B (or other form of policy reasonably acceptable to Buyer and Seller) for each Owned Real Property, issued by a title insurance company reasonably satisfactory to Buyer (the "Title Company"), together with photocopies of all recorded items described as exceptions therein (the "Title Commitments"), committing to insure fee simple title in Buyer to each parcel of Owned Real Property (collectively, the "Commitment Properties"), subject only to Permitted Liens; provided that it has reviewed preliminary neither Seller nor the Company shall be required to incur any cost, expense or liability in connection with such cooperation. The Company shall use its commercially reasonable efforts to assist Buyer in obtaining the Title Commitments Commitments, Title Policies and a survey Surveys within the time periods set forth herein, including, without limitation, removing from title any liens or encumbrances which are not Permitted Liens. Not later than the Closing, the Title Company shall have issued policies of title insurance with respect to each of the Commitment Properties in accordance with the Title Commitments, insuring the Company's fee simple title to each Owned Real Property (including all recorded appurtenant easements insured as separate legal parcels) with gap coverage from the Company through the date of recording, subject only to Permitted Liens, in such amounts as Buyer reasonably determines to be the value of the Real Property insured thereunder (the “Survey”"Title Policies"). If Buyer notifies the Company within 60 days after the date of this Agreement of (1) and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens any Lien (other than those items which Purchasers marked a Permitted Lien) or (2) other matter that prevents legal access to any Commitment Property, that in any such case would reasonably be expected to result in a Material Adverse Effect (each, a "Title Defect"), the Company will exercise commercially reasonable efforts to, at Seller's election, remove such Title Defect, or cause the Title Company to commit to insure over each such Title Defect prior to the Closing. Each Party will deliver such reasonable affidavits and other customary closing documents as “omit” on are reasonably required by the date Title Company in order to issue Title Policies or to delete or insure over any Title Defects; provided, however, it shall be reasonable for Seller and/or the Company to refuse to execute and deliver (i) non-standard certifications and other forms requested by the Title Company and/or Buyer; and/or (ii) any instrument or affidavit to the extent such instrument or affidavit would expand the representations and warranties of the Company in Section 3.07 hereof and which was provided or Seller's obligations, if any, to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on indemnify the date hereofBuyer Indemnified Parties for a breach of such representations or warranties pursuant to this Agreement, and that Seller any exceptions resulting therefrom in the Title Commitments shall not constitute or be obligated deemed a failure by Seller nor the Company to remove any such matters constituting Permitted Lienssatisfy their obligations under this Section 6.03 with respect to the deliverable condition of the Title Commitments. Purchasers Buyer shall forward a copy of any updates of pay all fees, costs and expenses with respect to the Title Commitments and updates Title Policies; provided, however, Seller shall be solely responsible for all fees, costs and expenses associated with the cure of, or Title Company's insurance over, any Title Defect (which amounts, for further clarity, shall be included in Transaction Indebtedness to the extent not paid prior to the Closing). Notwithstanding anything to the contrary set forth in this Section 6.03(a), solely with respect to the property listed on Disclosure Schedule Section 3.07(a-1) and located in ▇▇▇▇▇ County, Illinois¸ if prior to the Closing Buyer becomes aware of any Lien on such property (including a Permitted Lien) that is not acceptable to Buyer, determined in its sole discretion, then Buyer may elect (by delivering written notice to the Survey Company prior to the Closing) to cause the Company to sell, assign, transfer, convey and deliver all right, title and interest in and to such property to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear or another third party (determined in the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance Company's sole discretion) prior to be issued upon or after the Closing insuring such that the fee and/or leasehold interests of property is effectively "excluded" from the Acquired Companies and/or the applicable Purchaser (or its designee) transactions contemplated by this Agreement, in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) which case Seller shall be responsible for all costs, expenses, Taxes, claims or other charges related thereto; provided, that the recording fee related exclusion of such property from the transactions contemplated by this Agreement pursuant to each Deed, (ii) Seller and PropCo Purchaser this sentence shall each pay 50% of not result in any adjustment to the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)Purchase Price.

Title Commitments. Each Purchaser acknowledges After the execution of this Agreement, Buyer will order, at an expense to be shared equally between Seller and agrees that it has reviewed preliminary Title Commitments Buyer, (i) commitments of title insurance (the "TITLE COMMITMENTS") issued by a nationally-recognized title insurance company (the "TITLE COMPANY"), and a survey photocopies of all recorded items described as exceptions therein, committing to insure fee title or leasehold title, respectively, in each parcel of the Real Property owned or leased by Seller, in Buyer by ALTA Form B (1982 Rev.) owners' policies of title insurance, and (ii) ALTA/ASCM surveys addressing items 1, 2, 3, 4, 6, 7(a), 8, 9, 10, 11(a), 14, 15 and 16 of Table A of the Minimum Standard Detail Requirements (1999) (the “Survey”"SURVEYS") and that all exceptions to title set forth on Schedule B to of each Title Commitment, each parcel of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereof, and that Seller shall not be obligated to remove any such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all in amounts determined by Buyer and certified to Buyer and the Title Company. Buyer shall have twenty (20) days after receipt of the Title Commitment and its respective Survey to notify Seller in writing (the "TITLE OBJECTION NOTICE") of any objections to the marketability of title other title chargesthan Permitted Encumbrances (a "TITLE DEFECT"). Buyer shall be deemed to waive and accept any objections not so raised. Seller shall have thirty (30) days from the date of Title Objection Notice to cure any Title Defect. Seller shall exercise its commercially reasonable efforts to remove or, Survey fees or recording charges incurred in connection with the applicable Purchaser’s consent of Buyer, cause the Title PolicyCompany to commit to insure over by endorsement, except each Title Defect prior to Closing. If Seller fails to remove a Title Defect or cause the Title Company to insure over such objection, then Buyer may, at its sole elections, either (ia) terminate this Agreement without any liability on its part, or (b) take title subject to such objection with no reduction in the Purchase Price. Seller and Buyer shall be responsible share equally all fees, costs and premiums for the recording fee related to each Deed, (ii) Seller title commitments and PropCo Purchaser shall each pay 50% of surveys and for the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as set forth in Section 6(c)Title Policies.

Title Commitments. FLIP has heretofore caused (at its sole cost and expense) TitleServNY as agent for ▇▇▇▇▇▇▇ Title Guaranty Company (the "Title Company") to issue to the Company an owner's title insurance commitment for each of the FLIP Properties (the "Title Commitments"). The title insurance policy to be issued at Closing by the Title Company pursuant to the Title Commitment (the "Title Policy") shall be an ALTA Form B (1987 or later) owner's policy with respect to each FLIP Property. Each Purchaser acknowledges Title Commitment shall reflect the full amount of the Allocated Amount for each FLIP Property, show fee simple title or leasehold, as applicable, to the FLIP Properties vested in FLIP or a subsidiary of FLIP (the "FLIP Subsidiary"), together with legible and agrees complete copies of all recorded documents evidencing title exceptions raised in Schedule B of the Title Commitments. It shall be a condition precedent to the obligations of the Company to effect the Merger that it has reviewed preliminary the Title Commitments Policies (or "marked-up" title commitments) shall have all standard and general printed exceptions deleted so as to afford full "extended form coverage," and shall further include an owner's comprehensive endorsement (or the equivalent by way of affirmative insurance); an endorsement certifying that the bills for the real estate taxes pertaining to the Land and Improvements do not include taxes pertaining to any other real estate; an access endorsement; a contiguity endorsement, if applicable; a subdivision or plat act endorsement; a survey "land same as" endorsement; a zoning 3.1 endorsement (amended to include parking); a creditors' rights endorsement; an endorsement indicating that the FLIP Properties are not within any special benefit district for any entity that has been created and that will assess any one or more of the Real Property (FLIP Properties, but no assessments from such entity currently appear of record; and any other endorsements reasonably requested by the “Survey”) Company and that all exceptions reasonably approved by FLIP including non-imputation and "Fairway" endorsements. As a condition precedent to title set forth on Schedule B the obligations of the Company to effect the Merger, each Title CommitmentCommitment shall be marked for later-dating to cover the Closing, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on and the Title Company shall deliver the Title Policies (or "marked-up" title commitments) to the Company concurrently with the Closing. Should an update to any Title Commitment after the date hereof and indicate matters that do or would materially adversely affect the value or marketability of title to any FLIP Property, or other matters which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on do or would materially adversely affect the date hereofCompany's use, and that Seller shall not be obligated to remove operation or financing of any FLIP Property, such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for considered Defects and the recording fee related to each Deed, (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsement, and (iv) as cure provisions set forth in Section 6(c)5.4 shall apply; provided that a Defects Notice is timely delivered with respect to such Defects.

Title Commitments. Within twenty (20) days after the Contract Date, Acquiror shall obtain, at Contributor's sole cost and expense, commitments, dated after the Contract Date, issued by Commonwealth Land Title Insurance Company (as to 60%, on a co-insured basis), Chicago Title Insurance Company (as to 25%, on a co-insured basis) and Old Republic Title Insurance (as to 15%, on a co-insured basis) [collectively, the "TITLE COMPANY"], for owner's title insurance policies (the "TITLE POLICIES") as follows: ALTA Owner's Policy (4-6-90) with a Standard New York Endorsement, and an endorsement deleting the arbitration provision of the policy, issued in the State of New York with regard to the Projects located in the State of New York; and an ALTA Owner's Policy (10-21-87), with an endorsement deleting the arbitration provision of the policy, issued in the State of New Jersey with regard to the Project located in the State of New Jersey. Each Purchaser acknowledges such title commitment shall be delivered to Contributor and agrees shall reflect the full amount of the Allocated Amount for each Project, show fee simple title to the Projects in the Contributor, together with legible and complete copies of all recorded documents evidencing title exceptions raised in Schedule B of the title commitment. It shall be an Acquiror's Condition Precedent that it has reviewed preliminary the Title Commitments Policies (or "marked-up" title commitments) shall have all standard and general printed exceptions deleted so as to afford full "extended form coverage," and, to the extent available in New York and New Jersey, as the case may be, shall further include an owner's comprehensive endorsement, or the equivalent by way of affirmative insurance; an endorsement certifying that the bills for the real estate taxes pertaining to the Land and Improvements do not include taxes pertaining to any other real estate, or the equivalent by way of affirmative insurance; an access endorsement, or the equivalent by way of affirmative insurance; a contiguity endorsement, or the equivalent by way of affirmative insurance, if applicable; a survey "land same as" endorsement; and a survey zoning 3.1 endorsement for the New Jersey Project. As an Acquiror's Condition Precedent, each commitment shall be marked for later-dating to cover the Closing and the recording of the Real Property (the “Survey”) Bargain and that all exceptions to title set forth on Schedule B to each Title Commitment, each of which is listed on Exhibit E, constitute Permitted Liens other than those items which Purchasers marked as “omit” on the date hereof and which was provided to Seller’s counsel by PropCo Purchaser’s counsel in an e-mail at 6:34 pm Eastern Time on the date hereofSale Deeds, and the Title Company shall deliver the Title Policies (or "marked-up" title commitments) to the UPREIT concurrently with the Closing. The cost of all title insurance charges, premiums and endorsements, including all search, continuation and later-date fees shall be paid by Contributor, except that Seller Acquiror shall not be obligated pay the premium imposed for any comprehensive survey endorsement required by Acquiror. Should any commitment indicate matters that do adversely affect the value or marketability of title to remove any Project, or other matters which do adversely affect Acquiror's use, operation or financing of any Project, such matters constituting Permitted Liens. Purchasers shall forward a copy of any updates of the Title Commitments and updates of the Survey to Seller and Seller’s attorneys promptly upon receipt. The applicable Purchaser shall bear the cost and expense of any examination of title commissioned by or on behalf of such Purchaser or any mortgagee and of any owner’s or, if elected by such Purchaser, mortgagee’s policy of title insurance to be issued upon or after the Closing insuring the fee and/or leasehold interests of the Acquired Companies and/or the applicable Purchaser (or its designee) in the Real Property, as well as all other title charges, Survey fees or recording charges incurred in connection with the applicable Purchaser’s Title Policy, except (i) Seller shall be responsible for the recording fee related to each Deed, considered Defects (ii) Seller and PropCo Purchaser shall each pay 50% of the premium attributable to PropCo Purchaser’s non-imputation endorsement, (iii) Seller and OpCo Purchaser shall each pay 50% of the premium attributable to OpCo Purchaser’s non-imputation endorsementas defined below), and (iv) as the cure provisions set forth in Section 6(c)Subparagraph 6(e) below shall apply, provided that a Defects Notice (defined below) is timely delivered with respect to such Defects.