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3 <br />Deposit paid under Section 4, shall be paid to Seller in cash or immediately available funds <br />through escrow upon Closing <br />4. DEPOSIT. Within ten days after the Effective Date of this Agreement, Buyer shall <br />deposit with Closing Agent (as defined in Section 5.1 and as set forth in the Basic Provisions) <br />check or wire transfer of immediately available funds in the amount set forth as the Deposit in <br />the Basic Provisions as an earnest money deposit (the “Deposit”). The Deposit shall be placed in <br />an interest-bearing account and credited against the Purchase Price at Closing. All interest <br />earned will become part of the Deposit. The Deposit shall be applied to the Purchase Price at <br />closing. If this Agreement or the transaction described herein is terminated prior to Closing <br />pursuant to any section hereof granting Buyer the right to terminate or any section stating that, <br />on termination the Deposit shall be refunded to Buyer, then Closing Agent is instructed to and <br />shall, within three (3) business days after receipt of written notice from Buyer demanding the <br />Deposit, deliver the Deposit to Buyer (less any amount due for cancellation of escrow and/or title <br />order). If this Agreement is terminated due to Buyer’s default or pursuant to any section hereof <br />stating that upon termination the Deposit shall be delivered to Seller, then Closing Agent is <br />instructed to and shall within three (3) business days after receipt of written notice from Seller <br />demanding the Deposit, deliver the Deposit to Seller (less any amount due for cancellation of <br />escrow and/or title order). <br />5. CONVEYANCE OF TITLE. At closing, Seller shall convey to Buyer fee simple title to <br />the Real Property by duly executed and acknowledged statutory warranty deed (the “Deed”), <br />conveying good and marketable title to the Property to Buyer, free and clear of all defects and <br />encumbrances and subject only to those exceptions that Buyer approves pursuant to Section 6 <br />below (“Permitted Exceptions”). The form of Deed shall be substantially as attached hereto as <br />Exhibit B and incorporated herein by this reference. <br />6. TITLE INSURANCE. <br />(a) Preliminary Commitment. Within ten (10) business days after the Effective <br />Date of this Agreement (or such longer time as Seller and Buyer’s Real Property Manager or <br />designee may agree in writing), Buyer will obtain a preliminary commitment for owner’s standard <br />coverage policy of title insurance issued by the Title Company set forth in the Basic Provisions <br />naming Buyer as the insured in the amount of the Purchase Price, together with a copy of all <br />instruments listed as exceptions in the commitment. Buyer shall notify Seller, by written notice, <br />what exceptions to title, if any, are disapproved by Buyer (“Disapproved Exceptions”) within ten <br />(10) business days after receipt of the commitment or supplement, as applicable, and legible <br />copies of exceptions to shown in the commitment or supplement. <br />(i) Seller will have five (5) business days after receipt of Buyer’s notice <br />to give Buyer notice that Seller will remove Disapproved Exceptions or Seller elects not to remove <br />Disapproved Exceptions. If Seller fails to give Buyer notice before the expiration o f the five (5) <br />business day period, Seller will be deemed to have elected not to remove Disapproved <br />Exceptions. <br />(ii) If the time period for delivery of any notice extends beyond the <br />Closing Date, such period shall expire on the Closing Date; provided, however, that if a new