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3. Title to Properties. Star Suites shall convey marketable title to the Properties by warranty deed free of claims, liens, easements and encumbrances of record or known to Star Suites; but subject to property taxes for the year of Closing and subject to covenants, restrictions and public utility easements of record provided (a) there exists at Closing no violation of any of the foregoing; and (b) none of the foregoing prevents County's intended use and development of the Properties; provided, further that the conveyance of the Properties will be subject to that certain Access Easement between Star Suites and City of Vero Beach recorded in Official Records Book 3171, Page 2340, of the public records of Indian River County, Florida, and that certain Access & Utilities Easement between Star Suites, DT Commons, LLC and the County recorded in Official Records Book 3168, Page 1180, of the public records of Indian River County, Florida (hereinafter collectively referred to as the "Permitted Easements"). 4.0 County may order an Ownership and Encumbrance Report with respect to the Properties. County shall, within twenty (20) days from the effective date, deliver written notice to Star Suites of title defects. Title shall be deemed acceptable to County if (a) County fails to deliver notice of defects within the time specified, or (b) County delivers notice and Star Suites cures the defects within twenty (20) days from receipt of notice from County of title defects ("Curative Period"). Star Suites shall use best efforts to cure the defects within the Curative Period and if the title defects are not cured within the Curative Period, County shall have thirty (30) days from the end of the Curative Period to elect, by written notice to Star Suites, to: (i) terminate this Agreement, whereupon it shall be of no further force and effect, or (ii) extend the Curative Period for up to an additional 90 days; or (iii) accept title subject to existing defects and proceed to closing. 5. Representations of Star Suites. 5.1 Star Suites is indefeasibly seized of marketable, fee simple title to the Properties, and is the sole owner of and has good right, title and authority to convey and transfer the Properties, subject to the Permitted Easements, which is the subject matter of this Agreement, free and clear of all liens and encumbrances. 5.2 From and after the Effective Date of this Agreement, Star Suites shall take no action which would impair or otherwise affect title to any portion of the Properties, and shall record no documents in the Public Records which would affect title to the Properties, without the prior written consent of the County. 5.3 There are no existing or pending special assessments affecting the Properties, which are or may be assessed by any governmental authority, water or sewer authority, school district, drainage district or any other special taxing district. 6. Default. 6.1 In the event the Star Suites shall fail to perform any of its obligations hereunder, the County shall be entitled to: (i) terminate this Agreement by written 2