BRISTOL CENTER PROPERTIES, LLC (2)

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title expenses. Buyer shall be entitled to terminate this Agreement miring an action against Seller • for specific performance as its sole and exclusive remedies. (2) B yer's Default. If Escrow fails to :dose due to Buyer's delimit,Buyer shall pay all Escrow cancellation charges and Seller shall be entitled to terminate ibis Agreement as its sole and exclusive remedy. (3) No Default. If Escrow thus to close and this Agreement is terminated for any reason other than a default by one of the Parties,Buyer and Seller shall evenly split any Escrow cancellation charges. 3.5 Permitted Exceptions_to Title. As soon reasonably possible after the Opening of Escrow,Escrow Bolder shall cause Commonwealth Land Title Company,in its capacity as title insurer ("Title Company"),to deliver to Buyer. and Seller a current preliminaty title report (`"Title Report') together with Iegible copies of all underlying documents referenced therein(together with the Title Report, the"Tide Doeumeuts') The term"Permitted Exceptions"as used in this Agreement shall mean all of the following: (a)the Grant Deed;(b)the Affordable Housing Covenant(c)non-delinquent real property taxes and assessments;(d)Items andinieeptions created by or with the written consent of Buyer,including documents to be recorded pursuent to this Agreement,and(e)the titleexceptions shown on the Title Report but exchtdingany(1)"Disapproved Exceptions"as defined below that Seller,in its sole discretion,agrees to remove prior to the Close of Escrow as prmvtded below mid (ii)all monetary liens and monetary encumbrances on the Property,other then nondelittquent real property taxes and assessments which will • be removed(meaning removal from title and not the issuance of an endorsement in connection therewith by the Title Company) from title by Seller at Its sole cost and expenseinrior to the Close of Escrow: If Buyer objects to anytitleexceptions in its sole and absolute discretion("Disapproved Exceptions"),Buyer shall deliver written notice("Objection Notice')ofsanleto Sellerwithin ten(10)business days of delivery of the Initial Title Report to Buyer. Seller shall act in good Nth and reasonably to resolve any title exception in the Objection Notice. If Buyer falls to deliver an Objection Notice but delivers a"Notice of Approval", Buyer shall be deemed to have approved title to the Ptopetty subject to the Permitted Exceptions. If Buyer delivers an Objection Notice regarding a.title exception and Seller,by delivery of written notice.to Buyer within five(5)business days followingreceipt of the Objection Notice elects not to remove a material Disapproved Btrception(Seller's failureto respond to a BuyerObjectionNotice shall be deemed such an election),Buyer's sole remedies shall be with respect to the delivery of a)tofce of Approval or delivery or deemed delivery ofallotice ofTartlet:tiou. 3.6 Tide Insurance. Seller shall cause the Title Company to commit to issue to Buyer • at the Close orBscrow a standard of erage ALTA Owner's policy of title insurance with mechanics lien endorsement(Seller shall provide,any indemnity or other agreement required by the Title Companyas a condition to the issuance of the mechanics lien endorsement) ("Title Polley") insuring fee title to the Property vested in Buyer subject only to the Permitted Exceptions,with coverage in en amount equal to the Purchase Price. If Buyer requires an extended coverage ALTA Owners policy of title insurance,Buyer shall pay the difference in cost between the standard and extended coverage and the cost of any endorsements(other than a mechanics lien endorsement issued in connection with the standard coverage Title Policy which shall be at the cost of Seller)("Buyer TEle Costs"). Seller shall only be responsible for that portion of the Cost of the Title Policy equal to the cost of a standard coverage title policy("Seller Title Costs"). • -4-