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their removal at the Closing has not been made to Buyer's satisfaction, Buyer may, at its option: <br />(i) close the purchase of the Property and take title subject to the Disapproved Title Matters <br />which have not been removed; (ii) close the purchase of the Property and cure or remove the <br />Disapproved Title Matters which have not been removed. Buyer may credit the costs of such <br />cure or removal against the Purchase Price by reducing the amount of cash payable by Buyer at <br />the Closing, but only to the extent such costs are expended to remove (A) Monetary Liens <br />referred to in Section 3.4.1 or (B) Disapproved Title Matters which Seller agreed to remove; or <br />(iii) terminate this Agreement in accordance with Section 9.6.1 (Buyer's Termination). <br />3.4.4 Failure to Disapprove. If Buyer fails to notify Seller of its approval or <br />disapproval of the Preliminary Title Report, the Survey or the exceptions shown thereon by the <br />end of the Due Diligence Period, then Buyer shall be deemed to have disapproved the same. <br />ARTICLE 4. CONDITIONS PRECEDENT. <br />4.1 Buyer's Conditions. Buyer's obligations under this Agreement are expressly <br />subject to the timely fulfillment of the conditions set forth in this Section 4.1 on or before the <br />Closing Date, or such earlier date as is set forth below. Each condition may be waived in whole <br />or in part by Buyer by written notice to Seller. <br />4.1.1 Due Diligence. Buyer having approved of the results of its Due Diligence <br />Investigation pursuant to Section 3.3 (Approval/Disapproval of Due Diligence Investigations); <br />4.1.2 Title Review. Buyer having approved of the results of its review of title <br />pursuant to Section 3.4. <br />4.1.3 Title Policv. Seller having caused the Title Company to deliver to Buyer <br />(a) a CLTA Owner's policy of title insurance, provided that Buyer may require an ALTA <br />Owner's Policy if Buyer pays the incremental premium for ALTA coverage ("Title Policy") (or <br />at Buyer's election a binder therefor) for the Property, or (b) the Title Company's irrevocable <br />commitment to issue such policy of title insurance, (including such coinsurance, reinsurance and <br />endorsements as Buyer shall require), with liability equal to the Purchase Price showing fee title <br />to the Property vested in Buyer and subject only to: (i) the matters and exceptions which were <br />approved by Buyer pursuant to Section 3.4 (Title Review); and (ii) the standard printed <br />exceptions in the form of title policy called for (collectively, "Conditions of Title"). <br />4.1.4 Performance of Covenants. Seller performing and complying in all <br />material respects with all of the terms of this Agreement to be performed and complied with by <br />Seller prior to or at the Closing. <br />4.1.5 Representations and Warranties. The representations and warranties of <br />Seller set forth in Article 5 being true and accurate on the Closing Date, as if made on such date. <br />4.1.6 Non -Foreign Certification. Seller having executed and delivered to Buyer <br />on or prior to the Closing Date a certification (the "Non -Foreign Certification"), substantially <br />in the form of Exhibit B. <br />4.1.7 California Certification. Seller having furnished the residency <br />certification required pursuant to Sections 18805 and 26131 of the California Revenue and <br />ATTY/AGR/2019.316.1 /YMCA— PURCHASE AND SALE AGREEMENT <br />Page 5 of 27 <br />