American Realty Title, LLC Ernie Williams, President erniewilliams@ewivlaw.com P.O. Box 159264 Phone: (615) 372-0993 19 Wynstone Nashville, TN 37215 April 3, 2017 VIA U.S. MAIL AND E-MAIL Gil Y. Burstiner, Esq. 6400 Powers Ferry Road NW, Suite 400 Atlanta, Georgia 30339 Gil.burstiner@hartmansimons.com Re: Dear Mr. Burstiner: Purchase and Sale Agreement having an effective date of March 3, 2017 (the Agreement ) by and between The Association of Unit Owners of The Five Hundred and One Union Building, a Condominium Association, Inc., as Seller ) and Ardent Acquisitions LLC, as ( Purchaser ), regarding property located at 501 Union Street, Nashville, Tennessee (the Property ). HSW File No. 12243-0094000 We have received your letter dated March 27, 2017 regarding the Purchaser s Title Commitment objections. We respond to said objections as follows: The Seller will transfer to Purchaser, by special warranty deed, the property Unit Owners were expressly conveyed by the recorded instruments of record listed in the Title Commitment. In addition, Seller will transfer to Purchaser, by quit claim deed, the property as described by a surveyor s description. Both conveyances will be insured under the Owner s Title Policy. Title Commitment: 1. The effective date of the Title Commitment will need to be brought forward prior to the Closing so that the Title Company insures the gap. Execution and delivery of a Gap Indemnification may be required to be executed and delivered by Seller to the Title Company at Closing. Response: We will request that the Title Commitment be down dated from our underwriter, issuing a pro forma Owner s Title Policy as of the Closing date. That pro forma policy will address your issues as more fully set forth below. Page 1
Response to Title Objection Letter dated March 27, 2017 2. Title to the Property must be transferred pursuant to the recordation of that certain Termination Agreement dated November 29, 2016 on or before Closing. Proper Authority documents from the appropriate parties must be provided to the Title Company authorizing said transfer(s). Additionally, the Title Company must be furnished with copies of the notices to first lienholders representing not less than 80% of the Unit Owners electing to terminate the Association. Response: On the date of Closing and upon consummation of the Agreement, the Termination Agreement will be recorded in Davidson County Register of Deeds office prior to the deed(s) to the property. Documentation requested in this paragraph has already been provided to the title underwriter and this requirement will be satisfied and removed. 3. All of the requirements set forth in Schedule B Section I of the Title Commitment must be satisfied prior to or at Closing. Without limited the foregoing: a. Seller must be provided a duly executed Limited Warranty Deed in proper recordable form pursuant to the proper authority which has, prior to closing, been approved by the Title Company, in order to transfer title to the Property pursuant to Section 4(B)(i)(a) of the Agreement Response: Seller shall provide a duly executed Special Warranty Deed, in form and substance as attached as an Exhibit to the Agreement. b. Seller must provide the Title Company with evidence satisfactory to the Title Company of the authority of the Seller to consummate this transaction and of the person executing the documents on behalf of Seller as set forth in the Title Commitment Response: Title Company has been previously provided all requisite documents including corporate resolutions and minutes sufficient to satisfy this requirement. c. Seller must provide affidavits sufficient to satisfy all requirements down on Schedule B Section I and to have the standard exceptions listed on the Title Commitment jacket deleted at Closing. Response: Standard exceptions will be treated as follow: 1. B-II, 1 will be replaced with a survey endorsement (same as survey); 2. Parties in Possession will be amended to: (a) list parties remaining for 14 days following closing; (b) parties executing short term leases; and (c) parties under long term leases. Each of these parties are technically in possession and as the Purchaser is negotiating the terms of their possession Page 2