Common use of Certain Exceptions to Title Clause in Contracts

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, all such Title Matters shall be deemed to constitute Permitted Exceptions. Any Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment Commitments or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) Surveys (herein collectively called “Title MattersLiens”). Buyer shall promptly forward to Seller a copy ) within ten (10) days after the later of (i) the Effective Date, or (ii) the date of receipt of the last of the Title Commitment Commitments, the Title Documents and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptSurveys. Unless Buyer shall timely object to the Title MattersLiens, all such Liens which are set forth in the Title Matters Commitments, Title Documents or Surveys are “Permitted Exceptions”; provided that any deed of trust, mortgage, judgment, mechanic’s lien (unless such mechanic’s lien is being contested in good faith by Seller and insured or bonded over at Closing so that they do not appear on the Title Policy) and or tax liens (any of the foregoing, a “Monetary Lien”) shall not be considered Permitted Exceptions hereunder and Seller shall be deemed obligated to constitute Permitted Exceptionsremove same at or prior to Closing hereunder (irrespective or whether Buyer has specifically objected thereto). Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Except for any Monetary Liens which Seller is obligated to remove, Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment title insurance eliminating or, at subject to Buyer’s sole discretionapproval not to be unreasonably withheld or delayed, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Title Objection Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title ObjectionsObjections other than Monetary Liens, Buyer may elect, as its sole and exclusive remedy therefore, to either (a) terminate this Agreement by providing giving written notice to Seller within five and Escrow Agent on or before the later of (5i) three (3) business days after receipt of Seller’s Response either to Title Objection Response, or (aii) terminate this Agreementthe end of the Due Diligence Period, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding If before the foregoingend of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be obligated at Closing deemed to cause the release of the liens of any financing obtained by Seller which is secured by the Property have elected to waive such Title Objections and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in its right to terminate this Agreement pursuant to this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer4.2.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, all such Title Matters shall be deemed to constitute Permitted Exceptions. Any Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing within No later than ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closingexpiration of the Due Diligence Period, the Buyer will submit to the Seller a written Notice from the Buyer (“Title Notice”) specifying any alleged defects in or if Sellerobjections to the title shown in any Title Commitment (“Title Exceptions”) or any of the Surveys (“Survey Exception”) which in the Buyer’s Response indicates that Seller elects not to remove one or more Title Objectionsjudgment adversely affect the Real Property; provided, however, Buyer may electshall have until the end of the Due Diligence Period, by providing written notice if any, to submit a Title Notice for Survey Exceptions related to New Survey Matters. The Buyer shall be deemed to have waived its right to object to any encumbrance or other title or survey objection existing at the time of the Closing Date unless the Buyer shall have given to the Seller the Title Notice specifying the Buyer’s objections within the time period described above. The Seller shall notify the Buyer in writing within five (5) days after receipt Business Days of receiving the Title Notice whether the Seller elects and/or is able to cure any Title Exception(s) and/or Survey Exception(s) set forth in the Title Notice and if the Seller is able and willing to cure such title matters, Seller shall do so at their own expense and provided that Seller shall have no obligation to cure any Title Exceptions or Survey Exceptions. Seller’s Response failure to respond in writing within such five (5) Business Day period shall be deemed an election by Seller to not cure any of the Title Exceptions and/or Survey Exceptions set forth in the Title Notice. If on the Closing Date, there exists Title Exception(s) and/or Survey Exception(s) that Seller has agreed to cure, but has not cured as of the Closing Date, the Buyer may elect, as its sole right and remedy, either (i) to take such title to the Real Property as the Seller can convey, with no abatement of the Purchase Price (aexcept to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement, Agreement in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.no

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that adversely affect Buyer's title to the Real Property which are disclosed in may appear on supplemental title reports or updates to the Title Commitment Report or Survey issued at the Survey (or request of Buyer after Seller and Buyer have agreed in any survey or update to writing upon the Survey acquired by Buyer in the conduct of its Due Diligence) Permitted Exceptions (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any"Other Liens") within two ten (210) business days after receiptthe receipt thereof by Buyer. Unless Buyer shall timely object to the Title Matterssuch Other Liens, all such Title Matters Other Liens and any matters which do not adversely affect Buyer's title to the Real Property which are set forth in any such supplemental reports or updates shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” " Seller may elect (but but, except for Financing Liens and as provided in this Section 3.2.1, shall not be obligated) to remove remove, or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same same. Notwithstanding the foregoing, with respect to Title Objections of a definite or ascertainable amount (“Seller’s Response”other than Financing Liens, which Seller shall remove), Seller agrees that it will spend an aggregate amount not to exceed $50,000 to remove such Title Objections. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title ObjectionsObjections and the aggregate cost of removal is not ascertainable or exceeds $50,000, Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any with a reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing Price not to cause the release of the liens of any financing obtained by Seller which is secured by the Property exceed $50,000 (if and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyerextent that the cost of removing the Title Objections can be ascertained).

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which and that are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title MattersLiens”). Buyer shall promptly forward ) on or before the fifth (5th) day prior to Seller a copy the expiration of the Title Commitment and updated Survey (or the Due Diligence Period. Buyer’s Survey obtained by failure to disapprove the Liens in writing within such period shall constitute Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, ’s approval of all such Title Matters shall be deemed to constitute Permitted ExceptionsLiens. Any Title Matters All such Liens which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller ”. Seller, in its sole and absolute discretion, may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by by, among other things, the re-issuance of title insurance reasonably acceptable to Buyer eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten no later than the day prior to the expiration of the Due Diligence Period (10) days after receipt of Buyer’s notice of the “Title Objections Cure Period”), whether Seller elects to remove the same same. Notwithstanding the above, as an additional Buyer Conditions Precedent (See 9.3.6 hereof) but not as a covenant of Seller, Seller shall have obtained the termination of, the deletion from the Title Commitment and Buyer’s Owner’s Policy, or have made arrangements to otherwise insure over that certain drainage easement granted to the State of California on February 7, 1967, pursuant to Grant Deed recorded in Book 2252, Page 604 of the Official Records of Sonoma County, California (the “Seller’s ResponseDrainage Easement”). If Except as set forth in the preceding sentence, if Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closingexpiration of the Title Cure Period, or if Seller’s Response indicates that Seller elects not to remove one or more Title ObjectionsObjections by the expiration of the Title Cure Period, Buyer may elect, by providing written notice as its sole and exclusive remedy therefore, to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event Agreement on or before the Deposit shall be promptly paid to Buyer end of the Due Diligence Period and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive waive, in writing, such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer elects to proceed with the transaction contemplated herein, then Buyer shall be deemed to have elected to waive those Title Objections Seller elected not to remove or endorse over and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens Liens of any financing obtained by Seller which is secured by the Property other than the Loan. Buyer expressly acknowledges and all other monetary liens and mechanics’ liens against the Property agrees that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation not be deemed in default of this Agreement if Seller is unable to cure any matter affecting title remove, endorse over or otherwise insure over the Drainage Easement and Buyer’sole remedy in the event Seller is unable to remove, endorse over or otherwise insure over the Real Property which Drainage Easement shall be terminate this Agreement and receive a full refund of the Deposit less that amount Seller is objectionable entitled to Buyerretain pursuant to Section 2.3.4, above.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that affect Buyer’s title to the Land which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title MattersLiens”). Buyer shall promptly forward ) prior to Seller a copy the expiration of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, all such Title Matters shall be deemed to constitute Permitted ExceptionsDue Diligence Period. Any Title Matters which exceptions that are timely objected to by Buyer shall be herein collectively called the “Title Objections.” ”. Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or with Buyer’s consent, insured over, at its expenseSeller’s expense and at Closing, any Title Objections, and Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) fifteen [15] days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing (“Seller’s Title Response Notice”) within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)on or before the Closing. If Seller is unable (other than by the payment of money or delivery of documents or instruments) to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, elect to either (a) terminate this Agreement by providing giving written notice (“Buyer’s Termination Notice”) to Seller on or before five (5) days following Buyer’s receipt of Seller’s Title Response Notice (or five (5) days following the expiration of the ten (10) day period that Seller has to deliver to Buyer the Seller Title Response Notice if Seller fails to deliver such notice) or within five (5) days after receipt of Seller’s Response either following the scheduled Closing Date (if Seller is unable to (a) terminate this Agreementremove any Title Objections prior to the Closing, as may be extended as provided above), in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementBuyer’s Surviving Obligations and Seller’s Surviving Obligations, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If Buyer fails to timely give Seller Buyer’s Termination Notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section. Notwithstanding the foregoing, Seller shall deliver the Hotel and all Personal Property free and clear of any encumbrances or obligations arising from judgments, abstracts of judgment, mortgages, deeds of trust, security agreements, delinquent taxes, or other similar liens and be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is are secured by the Land or Personal Property and all other monetary liens and mechanics’ liens against (collectively, “Monetary Title Encumbrances”). Notwithstanding anything herein to the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1contrary, Seller shall be obligated to pay and discharge the Monetary Title Encumbrances and obtain releases satisfactory to Buyer and the Title Company without notice of Buyer’s objections thereto. If Seller fails to cause any Monetary Title Encumbrances to be removed at Closing, then Buyer may apply a portion of the Purchase Price to pay such Monetary Title Encumbrances and enable the Title Company to issue Buyer’s Title Policy without exception for such Monetary Title Encumbrances. If the Title Commitment is amended after expiration of the Due Diligence Period to add matters or exceptions in addition to the Permitted Exceptions (which are not Monetary Title Encumbrances), Buyer shall by the expiration of five (5) business days after written notification of such amendment and receipt of the underlying documents pertaining to the new exception: (i) accept such amended Title Commitment including such additional matters and exceptions, in which case such matters or exceptions shown there shall be deemed additional Permitted Exceptions, or (ii) object to such additional matters or exceptions by written notice to Seller (“Additional Title Objections”). If Buyer does not make timely written objection, Buyer shall be deemed to have no obligation accepted such matters or exceptions as Permitted Exceptions. If Buyer makes a timely objection, Seller shall, within five (5) business days following receipt of such Additional Title Objections notice, either: (i) provide written notice to Buyer that Seller is unable (other than by the payment of money or delivery of documents or instruments) or unwilling to cure the Additional Title Objections, or (ii) elect to remove or cause to be removed, or with Buyer’s consent, insured over, such Additional Title Objections on or before the Closing, which removal will be deemed effected by the issuance of title insurance eliminating or insuring against the effect of the Additional Title Objections, and Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed fifteen [15] days) for the purpose of such removal. If Seller notifies Buyer in writing that it is unable or unwilling to cure such Additional Title Objections, Buyer may within five (5) business days of its receipt of such notice from Seller, either: (i) terminate this Agreement by written notice to Seller, in which event the Deposit shall be promptly delivered to Buyer and neither party shall have any matter affecting further rights or obligations under this Agreement, except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations, or (ii) waive such Additional Title Objections, in which event Buyer shall be deemed to have accepted such additional matters or exceptions as Permitted Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. In the event Buyer does not terminate this Agreement within five (5) business days as set forth in the preceding sentence, Buyer shall be deemed to have accepted such matters as additional Permitted Exceptions. If Seller elects to remove or cause the removal of such Additional Title Objections but is unable to do so by the scheduled Closing Date or within fifteen (15) days thereafter, then Buyer may terminate this Agreement by written notice to Seller, in which event the Deposit shall be promptly delivered to Buyer and neither party shall have any further rights or obligations under this Agreement, except for Buyer’s Surviving Obligations and Seller’s Surviving Obligations. If the periods for responding to new title matters or exceptions extend beyond the scheduled Closing Date, then the Closing Date shall be extended to the Real Property which date that is objectionable three (3) business days following the expiration of the latest period Seller or Buyer has to Buyerrespond to the other, as set forth herein.

Certain Exceptions to Title. For a period commencing on Seller shall cause to be delivered to Buyer within twenty (20) days after the Effective Date date of this Agreement the Title Commitment and continuing until 5:00 p.m. (EDT) on August 19, 2011, Title Documents from the Title Company. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called the “Other Exceptions”) shown on the Title Matters”). Buyer shall promptly forward Commitment, Title Documents and Survey by written notice to Seller a copy given no later than twenty (20) days after the later of the delivery of the Title Commitment and updated the Title Documents, and to any Other Exceptions first appearing on any subsequent update to the Title Commitment, Title Documents or Survey within five (or the Buyer’s Survey obtained by Buyer, if any) within two (25) business days after receiptBuyer obtains knowledge thereof or is Deemed to Know of their existence, but in any event no later than the Closing Date. Unless Buyer shall timely object to the Title Matterssuch Other Exceptions, all such Title Matters Other Exceptions shall be deemed to constitute additional Permitted Exceptions. Any Title Matters which Other Exceptions that are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller shall, at Closing, remove or cause to be removed any Title Objections to the extent (and only to the extent) that such Title Objections are (A) mortgage financing documentation (except with respect to any financing documentation burdening the fee simple estate of the Birchwood Farms Community), or (B) mechanics’ or materialmen’s liens and other liens evidencing monetary encumbrances (other than liens for non-delinquent general real estate taxes not yet due and owing) which are removable by payment of liquidated and ascertainable amounts, or (C) liens created or suffered to exist by Seller or its agents and affiliates, but only to the extent such liens are not referenced in the Title Commitment, Title Documents or Survey (collectively, the “Required Clearance Exceptions”). In addition, Seller may elect (but shall not be obligated) to remove remove, or cause to be removed removed, at its expense, any other Title Objections, and . Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removalthe removal of any Required Clearance Exceptions or other Title Objections, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. To the extent that the same do not constitute Required Clearance Exceptions, Seller shall notify Buyer in writing within ten five (105) business days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if cause the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Required Clearance Exceptions (after using reasonable efforts as provided in Section 9.2.5) or other Title Objections which Seller has elected to remove or cause the Title Company to endorse over prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove or cause the Title Company to endorse over one or more Title ObjectionsObjections that are not Required Clearance Exceptions, Buyer may elect, elect to either (a) terminate this Agreement in its entirety by providing written notice given to Seller (1) on the Closing Date if Seller is unable to remove or cause the Title Company to endorse over any such Title Objections, or (2) within five (5) days after receipt notice from Seller of Seller’s Response either its election not to (a) terminate this Agreementremove or to cause the Title Company to endorse over any such Title Objections, in either which event the Deposit shall be promptly paid refunded to Buyer andBuyer, and thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions,” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. For If Buyer discovers any title or survey matter which first arose after the date of this Agreement, which is not a period commencing Permitted Exception and which is objectionable to Buyer on the Effective Date basis that it is material and continuing until 5:00 p.m. (EDT) on August 19adverse to the use and occupancy of the Real Property as presently used and occupied or renders title unmarketable, 2011, then Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct provide Seller with written notice of its Due Diligence) objection to same (herein collectively called a “Title MattersObjection”). If Buyer shall promptly forward fails to Seller make a copy Title Objection to any such matter within five (5) Business Days following the date that Buyer first learns of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyersuch matter, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, all such Title Matters shall be deemed to constitute have approved same, and all such matters shall be deemed additional “Permitted Exceptions”. Any Title Matters which are If Buyer timely objected to by Buyer shall be herein collectively called the “Title Objections.” notifies Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, of any Title Objections, Seller shall elect either to attempt to cure or not cure any such item by written notice sent to Buyer within five (5) Business Days after Seller’s receipt of notice from Buyer, and if Seller commits in writing to attempt to cure any such item, Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty sixty (3060) days) for to cure the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. In the event that Seller shall notify Buyer fail to cure a Title Objection which Seller has committed in writing within ten to attempt to cure prior to Closing (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove as the same (“Seller’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior may be adjourned pursuant to the Closingforgoing sentence), or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, then Buyer may elect, in Buyer’s sole and absolute discretion: (i) to waive such Title Objection and proceed to Closing, or (ii) to terminate this Agreement and receive a return of the Deposit, and any interest thereon. For purposes of the foregoing, a Title Objection shall be deemed to have been cured by the Title Company’s providing written notice affirmative insurance or an endorsement with respect the Title Objection that is reasonably acceptable to Buyer. In no event shall Buyer be required to object to, and the term “Permitted Exceptions” shall not include, mortgages, liens, or documents evidencing liens, securing any indebtedness or any mechanics’ or materialmen’s liens or any claims or potential claims otherwise for the delivery of goods or the performance of services, each of which shall be paid in full by Seller within five (5) days after receipt and released at Closing. If the Property shall, at the time of Seller’s Response the Closing, be subject to any liens such as for judgments or transfer, inheritance, estate, franchise, license or other taxes or any encumbrances or other title exceptions which would be grounds for Buyer to reject title hereunder, the same shall not be deemed an objection to title provided that, at the time of the Closing, either to (a) terminate this Agreement, Seller delivers certified or official bank checks at the Closing in which event the Deposit shall be promptly paid amount required to satisfy the same and delivers to Buyer and, thereafter, and/or the Parties shall have no further rights Title Company at the Closing instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit the same as an exception to its title policy) sufficient to satisfy and discharge of record such liens and encumbrances together with the cost of recording or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, filing such instruments or (b) waive such the Title Objections, in Company will otherwise issue or bind itself to issue a policy which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of will insure Buyer against collection thereof from or credit enforcement thereof against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to BuyerProperty.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, all such Title Matters shall be deemed to constitute Permitted Exceptions. Any Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections Objections, whether Seller elects to remove the same (“Seller’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer REIT OP shall have the right to --------------------------- object in writing to any title matters that are not Permitted Exceptions and that adversely affect REIT OP's title to the Real Property which are disclosed in (i) may appear on updates to the Xxxxxxx Title Commitment or issued at the Survey (or in any survey or update to request of REIT OP after the Survey acquired by Buyer in the conduct of its Due Diligence) date hereof (herein collectively called “Title Matters”). Buyer shall promptly forward referred to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if anyherein as "OTHER ----- EXCEPTIONS") within two five (25) business days Business Days after receiptthe receipt thereof by REIT OP ---------- or on a title commitment issued by REIT OP's Title Insurer, in either case, prior to the execution of this Agreement or (ii) arise as of record after the execution of this Agreement and to which REIT OP objects promptly after receipt of notice thereof. Unless Buyer REIT OP shall timely within such period object to the Title Matterssuch Other Exceptions, all such Title Matters Other Exceptions shall be deemed to constitute additional Permitted Exceptions. Any Title Matters which are timely ; provided, that if any Other Exception is a mortgage, mechanics' or materialmen's lien, or other encumbrance securing payment of a definite monetary amount (a "MONETARY ENCUMBRANCE") it shall be deemed -------------------- objected to by Buyer REIT OP whether or not such notice is given. Any such Monetary Encumbrance, together with any other exceptions to which REIT OP shall have timely objected, shall be herein collectively called referred to as "SUBSEQUENT TITLE ---------------- OBJECTIONS." Prudential shall be obligated to Remove (as defined below) any ---------- Subsequent Title Objection, which Prudential shall have voluntarily placed or permitted to be placed upon or against the “Property. Prudential shall use reasonable efforts to remove any Subsequent Title Objections.” Seller may elect (but Objection which was involuntarily placed upon or against the Real Property provided in such case Prudential shall not be obligatedrequired to spend more than Two Hundred Fifty Thousand Dollars ($250,000) to remove or cause to be removed at its expense, any Title Objections, and the same. Prudential shall be entitled at Prudential's election by notice to a reasonable adjournment of REIT OP to extend the Closing (not to exceed thirty ninety (3090) days) for the purpose of in order to provide Prudential additional time in which to Remove any such removal, which removal will be deemed effected by the re-issuance or amendment of the Subsequent Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)Objection. If Seller Prudential is unable to remove or if the Remove any Subsequent Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections Objection prior to the ClosingClosing as provided herein, or if Seller’s Response indicates that Seller elects not REIT OP may elect to remove one or more Title Objections, Buyer may elect, by providing written notice to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, Agreement (in which event the Deposit Letter Credit shall be promptly paid returned to Buyer REIT OP and, thereafter, the Parties parties shall have no further rights or obligations hereunder hereunder, except for those obligations which as provided in any section hereof that by its terms expressly survive the provides that it survives any termination of this Agreement), or (b) waive such Subsequent Title Objections, in which event such Subsequent Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer The Purchaser shall have the right to object in writing to any title matters that are not Permitted Exceptions which Real Property Encumbrances that are disclosed in the Title Commitment or the Survey any title commitment (or in any survey or update thereof) within ten (10) Business Days after receipt thereof by delivering written notice to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptSeller. Unless Buyer the Purchaser shall timely object to the Title Mattersany such title matters, all such Title Matters title matters shall be deemed to constitute additional Permitted ExceptionsReal Property Encumbrances. Any Title Matters such title matters which are not Permitted Real Property Encumbrances and which are timely objected to by Buyer the Purchaser shall be herein collectively called the “Title Objections.” The Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of title insurance omitting the Title Commitment eliminating orObjections as exceptions to coverage; provided, at Buyer’s sole discretionthat the Seller must so remove and satisfy of record any mortgage, insuring against lien, judgment or other Title Objection which may be so removed and satisfied by the effect payment of such Title Objectionsa liquidated sum of money. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller In the event that the Purchaser elects to remove the same (“Sellerpurchase an owner’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse ortitle insurance policy, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit such policy shall be promptly paid to Buyer and, thereafter, the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting an ALTA 1992 form owner’s title insurance policy with respect to the Real Property and the Improvements, insuring the Project Company as the fee simple owner in the amount of that portion of the Purchase Price allocated to the Real Property and Improvements, deleting all requirements listed in ALTA Schedule B-1, subject only to the Permitted Real Property Encumbrances, and providing for endorsements requested by the Purchaser which is objectionable may be issued by title insurance companies in the State of North Carolina, including, without limitation, ALTA 9 (comprehensive endorsement), same-as-survey, access, tax lot, contiguity, subdivision and non-imputation endorsements. The Seller hereby agrees to Buyerexecute and deliver any affidavit, indemnification or other information reasonably required by the title insurer in connection with the issuance of a non-imputation endorsement (or any other endorsement) or otherwise in connection with the issuance of such title insurance policy.

Certain Exceptions to Title. For a period commencing on Seller shall cause to be delivered to Buyer within twenty (20) days after the Effective Date date of this Agreement the Title Commitment and continuing until 5:00 p.m. (EDT) on August 19, 2011, Title Documents from the Title Company. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called the “Other Exceptions”) shown on the Title Matters”). Buyer shall promptly forward Commitment, Title Documents and Survey by written notice to Seller a copy given no later than twenty (20) days after the later of the delivery of the Title Commitment and updated the Title Documents, and to any Other Exceptions first appearing on any subsequent update to the Title Commitment, Title Documents or Survey within five (or the Buyer’s Survey obtained by Buyer, if any) within two (25) business days after receiptBuyer obtains knowledge thereof or is Deemed to Know of their existence, but in any event no later than the Closing Date. Unless Buyer shall timely object to the Title Matterssuch Other Exceptions, all such Title Matters Other Exceptions shall be deemed to constitute additional Permitted Exceptions. Any Title Matters which Other Exceptions that are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller shall, at Closing, remove or cause to be removed any Title Objections to the extent (and only to the extent) that such Title Objections are (A) mortgage financing documentation, or (B) mechanics’ or materialmen’s liens and other liens evidencing monetary encumbrances (other than liens for non-delinquent general real estate taxes not yet due and owing) which are removable by payment of liquidated and ascertainable amounts, or (C) liens created or suffered to exist by Seller or its agents and affiliates, but only to the extent such liens are not referenced in the Title Commitment, Title Documents or Survey (collectively, the “Required Clearance Exceptions”). In addition, Seller may elect (but shall not be obligated) to remove remove, or cause to be removed removed, at its expense, any other Title Objections, and . Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removalthe removal of any Required Clearance Exceptions or other Title Objections, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. To the extent that the same do not constitute Required Clearance Exceptions, Seller shall notify Buyer in writing within ten five (105) business days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if cause the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Required Clearance Exceptions (after using reasonable efforts as provided in Section 9.2.5) or other Title Objections which Seller has elected to remove or cause the Title Company to endorse over prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove or cause the Title Company to endorse over one or more Title ObjectionsObjections that are not Required Clearance Exceptions, Buyer may elect, elect to either (a) terminate this Agreement in its entirety by providing written notice given to Seller (1) on the Closing Date if Seller is unable to remove or cause the Title Company to endorse over any such Title Objections, or (2) within five (5) days after receipt notice from Seller of Seller’s Response either its election not to (a) terminate this Agreementremove or to cause the Title Company to endorse over any such Title Objections, in either which event the Deposit shall be promptly paid refunded to Buyer andBuyer, and thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions,” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. For It shall be a period commencing condition to Buyer’s obligation to proceed to Closing that the Title Company shall be unconditionally and irrevocably (subject to payment of the premium therefor, at the Title Company’s ordinary premium rates) obligated to issue an ALTA 2006 extended coverage owner’s policy, with a liability amount equal to $255,000,000, dated as of the Closing Date, in favor of Property Owner, in the form of the Pro Forma Policy, insuring fee simple title to the Property vested solely in Property Owner, subject solely to Permitted Exceptions (the “Title Policy”); provided, however, that if the Title Company is not willing to issue the Title Policy at its ordinary premium rates and another title insurance company is willing to issue the Title Policy at its ordinary premium rates, then Buyer shall either waive such requirement or replace the Title Company with such other title insurance company and proceed to the Closing in accordance with the terms of this Agreement, and Buyer’s failure to do either shall, notwithstanding anything to the contrary herein, constitute Buyer’s waiver of the condition precedent to its obligation to close that the Title Company issue the Title Policy at its ordinary premium rates. At the Closing, Maximus shall execute and deliver, (I) a non-imputation affidavit in the form of Exhibit J (a “Non-Imputation Affidavit and Indemnity”) in favor of the Title Company, and (II) an owner’s affidavit to the Title Company on behalf of Property Owner, in the form of Exhibit L (an “Owner’s Affidavit”), (provided that (x) if a Rockpoint Control Event occurs prior to the Closing, then Rockpoint, and not Maximus, shall be obligated to deliver the Owner’s Affidavit, and (y) without limiting Rockpoint’s obligation described in the foregoing clause (x), Maximus’s failure to execute and deliver an Owner’s Affidavit or a Non-Imputation Affidavit and Indemnity shall not be a default on the Effective Date part of Rockpoint). Notwithstanding anything to the contrary herein, Maximus’s execution and continuing until 5:00 p.m. delivery on or prior to the Closing of a Non-Imputation Affidavit and Indemnity and/or an Owner’s Affidavit shall not be a condition precedent to any Buyer’s obligation to close the transactions contemplated by this Agreement; provided, however, following a Rockpoint Control Event, Rockpoint’s delivery of the Owner’s Affidavit shall be a condition precedent to Buyer’s obligation to close the transaction hereunder. Rockpoint (EDTon behalf of the Company) on August 19consents to the execution and delivery by Maximus of same for the sole purpose of satisfying the delivery requirement set forth in Section 9.5(f), 2011provided that neither Rockpoint nor any of its direct or indirect members, partners and/or shareholders, nor any officers, directors, representatives, agents and/or employees of any of the foregoing Persons, shall have any liability under or arising from Maximus’s execution of such Owner’s Affidavit, and Maximus shall indemnify, defend and hold Rockpoint and all Rockpoint Indemnitees harmless from and against any and all claims, losses, damages, costs, fees (including, reasonable attorneys’ fees) and expenses incurred or suffered by such Persons as a result of the certifications made in the Owner’s Affidavit. Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in any additional title commitment or update issued by the Title Commitment or the Survey (or in any survey or update to the Survey acquired Company and received by Buyer in (at Buyer’s cost and expense) after the conduct of its Due Diligence) date hereof (herein collectively called “Title MattersLiens”). Buyer shall promptly forward to Seller a copy , but only within the earlier of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if anya) within two ten (210) business days after receiptreceipt of any such additional title commitment, supplemental report or update to any title commitment and (b) the Scheduled Closing Date. Unless Buyer shall timely object to the Title MattersLiens, all such Title Matters Liens shall be deemed to constitute additional Permitted Exceptions. Any Title Matters Liens which are timely objected to by Buyer in accordance with this Section 4.2 shall be herein collectively called the “Title Objections.” Seller With respect to any Title Objections that are not Voluntary Liens: (x) Rockpoint may elect (but shall not be obligated) to remove or cause to be removed or, if Rockpoint is unable to remove such Title Objection and the Buyer agrees to accept affirmative insurance (in Buyer’s sole discretion, exercised in good faith), insured over (pursuant to endorsement satisfactory to Buyer’s in its sole good faith discretion), at its Rockpoint’s expense, any Title Objections, and shall be entitled to a reasonable an adjournment of the Scheduled Closing (not Date for up to exceed thirty (30) days) days in the aggregate in accordance with Section 9.2 for the purpose of such removal, which removal will shall be deemed effected by the re-issuance or amendment of the Title Commitment Policy eliminating such Title Objections or, at Buyer’s if Rockpoint is unable to eliminate such Title Objections and the Buyer agrees to accept affirmative insurance (in its sole discretion, exercised in good faith), insuring against the effect of such Title Objections. Seller Objections (pursuant to endorsement satisfactory to Buyer in Buyer’s sole good faith discretion), and (y) Rockpoint shall notify Buyer in writing within ten the earlier of five (105) days after receipt of Buyer’s notice of Title Objections or the Scheduled Closing Date whether Seller Rockpoint elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller either (I) Rockpoint elects not to remove one or more Title ObjectionsObjections that are not Voluntary Liens or Immaterial Liens, or (II) subject to Rockpoint’s right to adjourn the Scheduled Closing Date as set forth in Section 9.2, if Rockpoint elects to remove or cause to be removed any Title Objections that are not Voluntary Liens or Immaterial Liens but is unable to remove or to arrange for the Title Company to insure against (in a manner approved by Buyer in Buyer’s sole good faith discretion) the effect of such Title Objections prior to Closing, then Buyer may elect, as the sole and exclusive remedy therefor, either (a) to terminate this Agreement by providing giving written notice to Seller within five Rockpoint on or before the earlier of ten (510) days after receipt receiving written notice from Rockpoint of SellerRockpoint’s Response either inability to (a) terminate this Agreementor election not to remove or insure against the effect of such Title Objections on the Closing Date, in which event the Deposit shall be promptly paid returned to Buyer (subject to the terms of Section 5.3(g)) and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementTermination Surviving Rights/Obligations, or (b) to waive such Title ObjectionsObjections by written notice to Rockpoint, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PricePrice and/or the Buyer Purchase Price in respect of such waived Title Objections. If Buyer fails to timely give Rockpoint either such written notice referred to in clause (a) or clause (b) of the preceding sentence, then Buyer shall be deemed to have elected to proceed to Closing pursuant to clause (b). Notwithstanding anything to the foregoingcontrary herein, Seller Rockpoint shall be obligated at Closing to cause the release of: (i) any Lien created by a Unilateral Rockpoint Action after the date hereof (whether on its own account or through Rockpoint’s rights under the Existing Company Operating Agreement); (ii) any Lien constituting Equity Encumbrances created by a Unilateral Rockpoint Action after the date hereof (whether on its own account or through Rockpoint’s rights under the Existing Company Operating Agreement) (the Liens described in the foregoing clauses (i) and (ii), “Voluntary Liens”); and notwithstanding anything to the contrary herein, in no event shall Voluntary Liens be Permitted Exceptions and if a Title Objection that constitutes a Voluntary Lien is not cured within thirty (30) days after Rockpoint receives notice of the liens of any financing obtained same (or prior to the Scheduled Closing Date, as the same may be adjourned in accordance with this Agreement, if earlier), such failure shall constitute a default by Seller which is secured by the Property Rockpoint under this Agreement, and all other monetary liens shall be subject to Buyer’s remedies pursuant to Section 5.1. Buyer acknowledges and mechanics’ liens against the Property agrees that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller Buyer shall have no obligation right to cure terminate this Agreement as a result of any matter Lien affecting title to the Real Property or the Assigned Company Membership Interests which is objectionable not a Voluntary Lien and does not, together with all other such matters (excluding Voluntary Liens and the West Builders Lien) affecting the Property and the Assigned Company Membership Interests, adversely affect the value of the Property or the Assigned Company Membership Interests by more than $250,000.00 in the aggregate (“Immaterial Liens”); provided, however, if such Immaterial Liens exist and have not been removed or caused to be removed by Rockpoint or if the Title Company is not committed to insure against any such matters to Buyer’s satisfaction on or prior to the Scheduled Closing Date, then, in each case, Buyer shall be entitled to a credit against the Purchase Price due and payable at Closing in the amount of the aggregate value of the adverse effect all such Immaterial Liens have on the value of the Property or the Assigned Company Membership Interests (which credit, for the avoidance of doubt, shall not exceed $250,000.00). Subject to the satisfaction of the conditions precedent to Buyer’s obligation to close hereunder (including Rockpoint’s performance, in all material respects, of its covenants pursuant to Section 4.3), at Closing, Buyer shall be obligated to fully repay (or cause to be fully repaid) the Loan. Notwithstanding anything to the contrary herein, in the event that any additional title commitment or update issued by the Title Company and received by Buyer (at Buyer’s sole cost and expense) after the Effective Date shows a mechanic’s lien of record filed by RE West Builders, Inc. (the “West Builders Lien”), then, in such event, on or prior to the Closing Date, Rockpoint shall cause the West Builder’s Lien to be discharged of record (by bonding or payment); provided, however, if permitted by all lenders providing financing to the Company and/or any Subsidiary, then Rockpoint shall have the alternative right to cause the Title Company to affirmatively insure over the West Builders Lien by posting a bond or other collateral acceptable to the Title Company. If such removal is effected (or, if permitted, such affirmative insurance is provided), then Buyer shall not have the right to terminate this Agreement or receive a reduction of or credit against the Purchase Price or the Buyer Purchase Price as a result of the West Builders Lien; provided, however that to the extent the liquidated amount secured by the West Builders Lien is not fully paid or bonded on or prior to Closing, the amount thereof that is unpaid or unbonded, as applicable, as of the Closing shall be prorated pursuant to clause (vii) of Section 9.6(a). Rockpoint shall be responsible for paying Rockpoint’s Share of the costs to discharge the West Builders Lien of record or to cause the Title Company to affirmatively insure over it, and Maximus shall be responsible for paying the balance of such costs.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which and that are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) Preliminary Report (herein collectively called “Title Matters”). Buyer shall promptly forward , and has delivered a title objection letter to Seller a copy dated as of June 1, 2021 (being the fourteenth day prior to the expiration of the Title Commitment and updated Survey (or the Due Diligence Period). Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely failure to object to the any Title Matters, Matters in writing prior to such time shall constitute Buyer’s approval of all such Title Matters Matters. Excluded Exceptions shall not be Permitted Exceptions hereunder, whether Buyer gives written notice of such or not, and shall be deemed removed, caused to constitute Permitted Exceptionsbe removed or insured over by Seller at or before Closing, the same being a condition precedent for the benefit of Buyer hereunder. Any All such Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” ”. Seller may elect shall have until 5:00 p.m. Pacific Time on June 11, 2021, (but shall being the fourth day prior to the expiration of the Due Diligence Period) in which to notify Buyer, in Seller’s sole discretion, either (a) that Seller will remove, cause to be removed, or insured over the Title Objection(s) prior to the Closing, or (b) that Seller will not be obligated) to remove or remove, cause to be removed at its expenseor insure over the Title Objection(s). If Seller does not elect to do either (a) or (b), such silence shall be conclusively deemed to constitute Seller’s election not to remove, cause to be removed, or insure over any Title Objections. If Seller elects to insure over any Title Objections, Seller shall so state in its response to Buyer, and Buyer shall have the right to reject the insurance over on or before the expiration of the Due Diligence Period. If Buyer does not deliver written notice of its objection to insurance over on or before the expiration of the Due Diligence Period, then Buyer shall be deemed to have accepted it. If Buyer objects to any insurance over prior to the expiration of the Due Diligence Period, then this Agreement shall terminate as of the end of the Due Diligence Period. Seller, at its election (without any obligation to do so), shall be entitled to cause a reasonable adjournment of the Closing (not to exceed thirty (30) days) , for the purpose of such removalremoval or insurance over. Removal or insurance over with respect to any Title Objections (including those described in Section 4.3, which removal below) will be deemed effected by upon the re-issuance of title insurance reasonably acceptable to Buyer eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one any Title Objection, whether by giving notice thereof or more Title Objectionsby failing to give notice, then Buyer may elect, by providing written notice as its sole and exclusive remedy therefore, to Seller within five (5) days after receipt of Seller’s Response either to (a) elect to terminate this AgreementAgreement on or before the end of the Due Diligence Period, in which event the Deposit shall be promptly paid returned to Buyer (less the Independent Consideration) and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, ; or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding If before the foregoingend of the Due Diligence Period, Seller Buyer elects to proceed with the transaction contemplated herein, then Buyer shall be obligated at Closing deemed to have elected to waive those Title Objections Seller elected not to remove or cause the release of the liens of any financing obtained by Seller which is secured by the Property to be removed or endorsed over and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in its right to terminate this Agreement pursuant to this Section 4.1, 4.2. Buyer and Seller shall have acknowledge that Seller has no obligation to cure any matter affecting title to the Real Property which is objectionable to BuyerTitle Objections (other than Excluded Exceptions).

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer REIT OP shall have the right to --------------------------- object in writing to any title matters that are not Permitted Exceptions and that adversely affect REIT OP's title to the Real Property which are disclosed in (i) may appear on updates to the Xxxxxxx Title Commitment or issued at the Survey (or in any survey or update to request of REIT OP after the Survey acquired by Buyer in the conduct of its Due Diligence) date hereof (herein collectively called “Title Matters”). Buyer shall promptly forward referred to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if anyherein as "OTHER ----- EXCEPTIONS") within two five (25) business days Business Days after receiptthe receipt thereof by REIT OP ---------- or on a title commitment issued by REIT OP's Title Insurer, in either case, prior to the execution of this Agreement or (ii) arise as of record after the execution of this Agreement and to which REIT OP objects promptly after receipt of notice thereof. Unless Buyer REIT OP shall timely within such period object to the Title Matterssuch Other Exceptions, all such Title Matters Other Exceptions shall be deemed to constitute additional Permitted Exceptions; provided, that if any Other Exception is a mortgage, mechanics' or materialmen's lien, or other encumbrance securing payment of a definite monetary amount (a "MONETARY ENCUMBRANCE") it shall be deemed objected -------------------- to by REIT OP whether or not such notice is given. Any Title Matters such Monetary Encumbrance, together with any other exceptions to which are REIT OP shall have timely objected to by Buyer objected, shall be herein collectively called referred to as "SUBSEQUENT TITLE ---------------- OBJECTIONS." Prudential shall be obligated to Remove (as defined below) any ---------- Subsequent Title Objection, which Prudential shall have voluntarily placed or permitted to be placed upon or against the “Property. Prudential shall use reasonable efforts to remove any Subsequent Title Objections.” Seller may elect (but Objection which was involuntarily placed upon or against the Real Property provided in such case Prudential shall not be obligatedrequired to spend more than Two Hundred Fifty Thousand Dollars ($250,000) to remove or cause to be removed at its expense, any Title Objections, and the same. Prudential shall be entitled at Prudential's election by notice to a reasonable adjournment of REIT OP to extend the Closing (not to exceed thirty ninety (3090) days) for the purpose of in order to provide Prudential additional time in which to Remove any such removal, which removal will be deemed effected by the re-issuance or amendment of the Subsequent Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)Objection. If Seller Prudential is unable to remove or if the Remove any Subsequent Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections Objection prior to the ClosingClosing as provided herein, or if Seller’s Response indicates that Seller elects not REIT OP may elect to remove one or more Title Objections, Buyer may elect, by providing written notice to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, Agreement (in which event the Deposit Letter Credit shall be promptly paid returned to Buyer REIT OP and, thereafter, the Parties parties shall have no further rights or obligations hereunder hereunder, except for those obligations which as provided in any section hereof that by its terms expressly survive the provides that it survives any termination of this Agreement), or (b) waive such Subsequent Title Objections, in which event such Subsequent Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title MattersLiens”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two seven (27) business days after receiptthe Effective Date. Unless Buyer shall timely object to the Title MattersLiens, all such Title Matters Liens shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its Buyer’s expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten two (102) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, as its sole and exclusive remedy therefore, to either (i) terminate this Agreement by providing giving written notice to Seller within five (5) days after receipt and Escrow Agent on or before the end of Seller’s Response either to (a) terminate this Agreementthe Due Diligence Period, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 3.4, 3.5, 9.6, 10.13 and 10.19, or (bii) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section. Notwithstanding the foregoingforegoing or anything to the contrary in this Agreement, Seller shall be obligated at Closing to cause (x) the release of any monetary liens and encumbrances affecting the Property, including the liens of any financing obtained by Seller which is secured by the Property Real Property, other than non-delinquent taxes and all assessments, and (y) the release or other monetary liens cure acceptable to Buyer and mechanics’ liens Title Company (e.g. without limitation escrowing proceeds) to remove a lien of that certain civil judgment from the Superior Court of New Jersey against XX Xxxxxxxxx Financial Inc. and Donnelley Financial Services having judgment number DJ-155922-2017 (the Property that were voluntarily created “Judgment”) from the Title Policy (as defined below), in each case regardless of whether or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller not Buyer shall have no obligation to cure any matter affecting title provide written notice of its objection to the Real Property which is objectionable to Buyersame.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer Meridian shall have the right to object in writing to any title matters that are not Permitted Exceptions and that, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are disclosed in may appear on supplemental title reports or updates to the Title Commitment or Reports issued at the Survey (or in any survey or update to request of Meridian after the Survey acquired by Buyer in end of the conduct of its Due Diligence) Diligence Period (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any"OTHER LIENS") within two five (25) business days after receiptthe receipt thereof by Meridian. Unless Buyer Meridian shall timely object to the Title Matterssuch Other Liens, all such Title Matters Other Liens and any matters which do not, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are set forth in any such supplemental reports or updates shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer Meridian shall be herein collectively called the “Title Objections"TITLE OBJECTIONS.” Seller " Prudential may elect (but shall not be obligated) to remove remove, or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller Prudential shall notify Buyer Meridian in writing within ten five (105) days after receipt of Buyer’s Meridian's notice of Title Objections whether Seller Prudential elects to remove the same (“Seller’s Response”)same. If Seller Prudential is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller Prudential elects not to remove one or more Title Objections, Buyer Meridian may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.deemed

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which and that are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title MattersLiens”). Buyer shall promptly forward ) on or before the second (2nd) day prior to Seller a copy the expiration of the Title Commitment and updated Survey (or the Due Diligence Period. Buyer’s Survey obtained by failure to disapprove the Liens in writing within such period shall constitute Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, ’s approval of all such Title Matters shall be deemed to constitute Permitted ExceptionsLiens. Any Title Matters All such Liens which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller ”. Seller, in its sole and absolute discretion, may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by by, among other things, the re-issuance of title insurance reasonably acceptable to Buyer eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten no later than the day prior to the expiration of the Due Diligence Period (10) days after receipt of Buyer’s notice of the “Title Objections Cure Period”), whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closingexpiration of the Title Cure Period, or if Seller’s Response indicates that Seller elects not to remove one or more Title ObjectionsObjections by the expiration of the Title Cure Period, Buyer may elect, by providing written notice as its sole and exclusive remedy therefore, to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event Agreement on or before the Deposit end of the Due Diligence Period and Buyer shall be promptly paid entitled to Buyer the immediate return of the Initial Deposit and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive waive, in writing, such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer elects to proceed with the transaction contemplated herein, then Buyer shall be deemed to have elected to waive those Title Objections Seller elected not to remove or endorse over and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens Liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to BuyerProperty.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in by any of the Title Commitment Deliveries, which Buyer determines in Buyer's sole discretion, adversely affect title to or the Survey (value of or in any survey or update to feasibility of the Survey acquired by Buyer in the conduct of its Due Diligence) Property (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey ("Liens") on or the Buyer’s Survey obtained by Buyerbefore June 1, if any) within two (2) business days after receipt2003. Unless Buyer shall timely object to the Title MattersLiens, all such Liens and any other encumbrances which are disclosed by the Title Matters Deliveries shall be deemed to constitute Permitted ExceptionsExceptions (except as hereinafter specifically provided). Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” ". Seller may elect (but shall not be obligated, except as hereinafter provided) to remove or cause to be removed removed, or insured over in a manner reasonably acceptable to Buyer, at its Seller's sole expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will shall be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring in a manner reasonably satisfactory to Buyer against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same same. A failure to respond within the ten (“Seller’s Response”). If 10) day period shall be deemed an election by Seller is unable not to remove or if cure the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Objections. If Seller elects not to remove one or more endorse over any Title ObjectionsObjections Seller shall notify Buyer in writing of Seller's election, and Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this AgreementAgreement by giving written notice to Seller and Escrow Agent on or before the end of the Due Diligence Period, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations and liabilities which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall hereby agrees to cure and cause to be obligated released prior to or at Closing to cause the release any or all mortgages, deeds of the liens of any financing obtained by Seller which is secured by the Property trust and all other monetary liens and mechanics’ liens against or encumbrances affecting all or any portion of the Property that were voluntarily created which exists as of the date hereof and/or come into existence on or permitted prior to Closing, including, without limitation, mechanics and materialmen's liens (except for those which arise out of work performed by Tenants and are not the result of failure of Seller to make payments on account of such work or perform any other obligations with respect thereto as required under the applicable lease) and judgment and/or attachment liens, and liens arising as a result of delinquent taxes or assessments, and if Seller fails to do so, any such liens (except for mechanic's or materialmen's liens which arise out of work performed by Tenants and are not the result of failure of Seller to make payments on account of such work or perform any other obligations with respect thereto as required under the applicable lease) and except for mechanic's or materialmen's liens which Seller is contesting in good faith have been bonded over by Seller or by, through or under Seller. Except as expressly provided insured over by the Title Company in this Section 4.1, Seller a manner satisfactory to Buyer and its lender) shall have no obligation to cure any matter affecting title to be paid out of the Real Property which is objectionable to Buyerproceeds of and credited against the Purchase Price.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy "LIENS") within ten (10) days after receipt of the later of the Title Commitment and updated Commitment, Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptUpdated Survey. Unless Buyer shall timely object to the Title MattersLiens, all such Title Matters Liens shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections"TITLE OBJECTIONS.” " Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice as its sole and exclusive remedy therefore, to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this AgreementAgreement by giving written notice to Seller and Escrow Agent on or before the end of the Due Diligence Period, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in SECTIONS 3.4, 3.5, 3.6, 9.6 and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this SECTION 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to BuyerProperty.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer The Purchaser shall have the right to object in writing to any title matters that are not Permitted Exceptions which Real Property Encumbrances that are disclosed in the Title Commitment or the Survey any title commitment (or in any survey or update thereof) within ten (10) Business Days after receipt thereof by delivering written notice to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptSeller. Unless Buyer the Purchaser shall timely object to the Title Mattersany such title matters, all such Title Matters title matters shall be deemed to constitute additional Permitted ExceptionsReal Property Encumbrances. Any Title Matters such title matters which are not Permitted Real Property Encumbrances and which are timely objected to by Buyer the Purchaser shall be herein collectively called the “Title Objections.” The Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of title insurance omitting the Title Commitment eliminating orObjections as exceptions to coverage; provided, at Buyer’s sole discretionthat the Seller must so remove and satisfy of record any mortgage, insuring against lien, judgment or other Title Objection which may be so removed and satisfied by the effect payment of such Title Objectionsa liquidated sum of money. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller In the event that the Purchaser elects to remove the same (“Sellerpurchase an owner’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse ortitle insurance policy, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit such policy shall be promptly paid to Buyer and, thereafter, the Parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting an ALTA 1992 form owner’s title insurance policy with respect to the Real Property and the Improvements, insuring the Project Company as the fee simple owner in the amount of that portion of the Purchase Price allocated to the Real Property and Improvements, deleting all requirements listed in ALTA Schedule B-1, subject only to the Permitted Real Property Encumbrances, and providing for endorsements requested by the Purchaser which is objectionable may be issued by title insurance companies in the State of Florida, including, without limitation, ALTA 9 (comprehensive endorsement), same-as-survey, access, tax lot, contiguity, subdivision and non-imputation endorsements. The Seller hereby agrees to Buyerexecute and deliver any affidavit, indemnification or other information reasonably required by the title insurer in connection with the issuance of a non-imputation endorsement (or any other endorsement) or otherwise in connection with the issuance of such title insurance policy.

Certain Exceptions to Title. For a period commencing on Notwithstanding the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011provisions of Section 3.1, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions materially adversely affect title to the Real Property which are disclosed in appear on the Title Commitment Report or on the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”the "Other Liens"). , provided that Buyer shall promptly forward use diligent efforts to identify and timely notify Seller a copy of any Other Liens as soon as possible, but in no event later than the expiration of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptDue Diligence Period. Unless Buyer shall timely object to such Other Liens prior to expiration of the Due Diligence Period, or within five (5) days after Buyer's receipt of any subsequent update to the Title MattersReport reflecting Other Liens, all such Title Matters Other Liens and any matters which do not materially adversely affect Buyer's title to the Real Property which are set forth in any such updates shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” " Seller shall be required to remove or cause to be removed at its expense any Title Objections only to the extent that (i) any Title Objections may be removed or satisfied by the payment of a liquidated sum of money, and the cost of removing the same shall not exceed Five Thousand Dollars ($5,000.00) in the aggregate (the "Mandatory Cure Amount"), or (ii) such Title Objection relates to a mortgage, deed of trust, security agreement, judgment against Seller, or mechanics or construction lien created by or through Seller or any agent of Seller, regardless of the amount thereof (collectively, "Seller's Liens"). In addition, Seller may elect (but shall not be obligated) to remove remove, or cause to be removed at its expense, any other Title Objections. If Seller either is required to or elects to remove or cause to be removed any Title Objections, and Seller shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections, provided that said insurance must be satisfactory to Buyer in its reasonable discretion. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that removal is voluntary and Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice elect to Seller within five either (5) days after receipt of Seller’s Response either to (ai) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (bii) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or receive a credit against the Purchase Price. Notwithstanding Balance in the foregoing, Seller shall amount necessary to clear any Seller's Liens or any other Title Objections which may be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured removed or satisfied by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation payment of a liquidated sum of money (but not to cure any matter affecting title to the Real Property which is objectionable to Buyer.exceed the

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s title to the Real Property which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title MattersLiens”). Buyer shall promptly forward to Seller a copy ) within fifteen (15) days after receipt of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptSurvey. Unless Buyer shall timely object to the Title MattersLiens, all such Liens and any other encumbrances which do not materially adversely affect Buyer’s title to the Real Property which are set forth in the Title Matters Commitment and any such supplemental reports or updates shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same same. Notwithstanding anything to the contrary contained herein, in the event that any Title Objection exists which the Title Company will not remove or endorse over but which First American Title Insurance Company has agreed to remove or endorse over, Seller, by written notice thereof to Buyer and the Title Company, may elect to use First American Title Insurance Company as the Title Company and Escrow Agent, in which case, the original Escrow Agent shall, within three (“Seller’s Response”)3) business days of such notice, transfer any funds and/or documents held by it with respect to the transaction contemplated by this Agreement to First American Title Insurance Company, who will supercede and replace Xxxxxxx Title Guaranty Company as the Title Company and New Enterprise Title Group, Inc. as Escrow Agent. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice as its sole and exclusive remedy therefore, to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this AgreementAgreement by giving written notice to Seller and Escrow Agent on or before the end of the Due Diligence Period, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 3.4, 5.5, 3.6, 9.6 and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all to release or, at Seller’s option, insure over any other monetary liens and mechanics’ liens against affecting the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to BuyerProperty.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially and adversely affect Buyer's title to the Property which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Title Commitment issued by the Title Company or on the Survey acquired by Buyer in or any update of the conduct of its Due Diligence) Survey or new survey (herein collectively called “Title MattersLiens”). Buyer shall promptly forward deliver written notice of any such objection with respect to Seller a copy matters shown on the Title Commitment, the Survey or any update of the Survey or new survey, within five (5) days prior to the expiration of the Due Diligence Period, or, with respect to matters shown on any update to the Title Commitment and updated Survey Commitment, within the earlier of (or the Buyer’s Survey obtained by Buyer, if anyi) within two (2) business days after receiptBuyer receives such update to the Title Commitment (ii) the day prior to the Closing Date. Unless Buyer shall timely object to the Title MattersLiens, all such Title Matters Liens and any other encumbrances which do not materially and adversely affect Buyer's title to the Property which are set forth in any supplemental reports or updates to any title commitment or Survey shall be deemed to constitute additional Permitted Exceptions. Any Title Matters matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty five (305) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title ObjectionsObjections in a form reasonably satisfactory to Buyer. Seller shall notify Buyer in writing within ten by the earlier of (10x) two (2) business days after receipt of Buyer’s 's notice of Title Objections and (y) the expiration of the Due Diligence Period whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if to arrange for the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may electBuyer, by providing written notice to Seller within five on or before two (52) business days after receipt notice of Seller’s Response 's inability to or election not to remove or endorse over any Title Objections, may elect to either to (a) terminate this AgreementAgreement by giving written notice to Seller and Escrow Agent, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 9.7 and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoingIf Buyer fails to give Seller and Escrow Agent such written notice in a timely manner, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section. Seller shall be obligated at Closing using the proceeds of the Purchase Price, to cause the release of any voluntary monetary liens or encumbrances affecting the Property, including the liens of any financing obtained by Seller mortgages or deeds of trust securing borrowed monies which is are secured by the Property and all other any involuntary monetary lien in an amount of less than $50,000 (“Monetary Liens”), which Monetary Liens shall not constitute Permitted Exceptions. If the Property shall, at the time of the Closing, be subject to any Monetary Liens, the same shall not be deemed an objection to title provided that, at the time of the Closing, either (1) Seller delivers immediately available funds at the Closing in the amount required to satisfy the same and delivers to Buyer and/or the Title Company at the Closing instruments in recordable form (and otherwise in form reasonably satisfactory to the Title Company in order to omit the same as an exception to its title policy) sufficient to satisfy and discharge of record such liens and mechanics’ liens encumbrances together with the cost of recording or filing such instruments and irrevocable instructions from the lienholder(s) to release and record such instruments or (2) the Title Company will otherwise issue or bind itself to issue a policy which will insure Buyer against collection thereof from or enforcement thereof against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to BuyerProperty.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the commitment for title insurance (including supplemental reports and updates) (“Title Commitment Commitment”) or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title MattersLiens”). Buyer shall promptly forward to Seller a copy ) during the Due Diligence Period and after the expiration of the Due Diligence Period to the extent such matters are first shown on Title Commitment and updated updates and/or the Survey (or after the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptexpiration of the Due Diligence Period. Unless Buyer shall timely object to the Title MattersLiens, all such Title Matters Liens and any such supplemental reports or updates (to the extent not objected to by Buyer as provided above) shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten (10) business days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this AgreementAgreement upon notice to Seller and Escrow Agent, in which event the Deposit Deposit, together with any interest earned thereon, shall promptly be promptly paid to Buyer by Escrow Agent and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 3.4, 9.7 and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoingabove, Seller hereby agrees that it shall be obligated at Closing to cause the release (a) satisfy any other mortgage or deed of the liens of any financing obtained by Seller which is secured by the Property and all trust or other monetary liens and mechanics’ liens against placed on the Property that were voluntarily created or permitted by Seller or bySeller, through or under Seller. Except as expressly provided in this Section 4.1and (b) cause the removal (by bonding, Seller shall have no obligation to cure any matter affecting title payment to the Real Title Company, or otherwise) of other monetary liens encumbering the Property which is objectionable (other than any liens caused by (or relating to) the acts or omissions of the Buyer, the Licensed Parties or any tenants at the Premises) in an amount not to Buyerexceed Five Hundred Thousand Dollars ($500,000.00) in the aggregate.

Certain Exceptions to Title. For a period commencing With respect to any title matters (herein collectively called “Title Matters”) that are shown as exceptions in the Title Commitment or reflected in the Survey, Buyer shall have the right, in its sole and absolute discretion, to object in writing to such Title Matters at any time on or prior to the Effective Date and continuing until 5:00 p.m. expiration of the Due Diligence Period. With respect to any new Title Matters (EDTi.e., Title Matters not shown in the Title Commitment) on August 19, 2011shown in any updated title report or survey delivered after the expiration of the Due Diligence Period, Buyer shall have the right to object in writing to such new Title Matters at any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment time on or the Survey (or in any survey or update prior to the Survey acquired earlier of (i) five (5) Business Days after receipt by Buyer Xxxxx of an updated title report or survey, in the conduct of its Due Diligence) (herein collectively called “writing, disclosing such new Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey , or (or the Buyer’s Survey obtained by Buyer, if anyii) within two (2) business days after receipt. Unless Business Days prior to the Closing Date; provided, however, that Buyer shall timely have not less than two (2) Business Days from the date of receipt of such updated title report or survey, in writing, disclosing such Title Matters to object to such notice, and if necessary, the Closing Date shall be postponed to afford the Buyer such time to object. If Buyer fails to object in a timely manner to the new Title MattersMatters within such time period, all such new Title Matters shall be deemed to constitute Permitted Exceptions. Any Title Matters which are timely objected to by Buyer Xxxxx in a timely manner, shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed removed, at its expense, any such Title ObjectionsObjection, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty fifteen (3015) days) for the purpose of such removal, which removal will be deemed effected by when such Title Matter no longer encumbers the re-issuance or amendment Real Property of record; provided, however, that any such Title Matters shall be considered removed following written notice thereof to Buyer and on the date the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against Company irrevocably commits to issue the effect Title Policy without reference to the Title Matter that is the subject of such Title ObjectionsObjection. Seller shall notify Buyer in writing within ten no later than three (103) days after following receipt of BuyerXxxxx’s notice of any Title Objections whether Seller elects to remove the same Title Objections set forth in each such notice (“Seller’s Response”and if necessary, the Closing Date shall be postponed to allow Seller such time to so notify Buyer). If Except as provided below with respect to Mandatory Cure Items, if Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, elect by providing written notice to Seller within five and Escrow Agent no later than two (52) days after receipt the date on which Buyer is notified in writing that Seller is unable or unwilling to so remove such Title Objections (and if necessary, the Closing Date shall be postponed to afford Buyer such time to elect either of Seller’s Response the following remedies), as its sole and exclusive remedy therefor, to either to (a) terminate this AgreementAgreement by giving written notice to Seller and Escrow Agent, in which event the Deposit shall be promptly paid returned to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 9.6 and 11.11, or (b) waive such Title Objections, in which event the Title Matters that are the subject of such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If Xxxxx fails to give Xxxxxx and Xxxxxx Agent such written notice as and when required hereunder, then Xxxxx shall be deemed to have elected to waive such Title Objections pursuant to subsection (b) of the preceding sentence and its right to terminate this Agreement with respect to such Title Objection pursuant to subsection (a) of the preceding sentence. Notwithstanding the foregoing, (i) in the event Seller agrees but subsequently fails to remove one or more Title Objections prior to the Closing, Buyer may elect by written notice to Seller and Escrow Agent no later than five (5) days after the date on which Buyer is notified in writing that Seller is no longer able or willing to so remove such Title Objections (and if necessary, the Closing Date shall be postponed to afford Buyer such time to elect either of the following remedies), as its sole and exclusive remedy therefor, to either (a) terminate this Agreement by giving written notice to Seller and Escrow Agent, in which event the Deposit shall be returned to Buyer, Buyer shall be entitled to a reimbursement by Seller of out of pocket expenses in an amount not to exceed One Hundred Thousand and No/100 Dollars ($100,000.00), and, thereafter, the parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement as set forth in Sections 9.6 and 11.11, or (b) waive such Title Objections, in which event the Title Matters that are the subject of such Title Objections shall be deemed additional Permitted Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price; and (ii) Seller shall be obligated at or prior to Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property Mandatory Cure Items to be paid, satisfied and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except released (as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyerapplicable).

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or Survey within a period of time commencing on the Survey Effective Date and ending on the later of (or in any survey or update to a) the Survey acquired by Buyer in expiration of the conduct of its Due DiligenceDiligence Period, and (ii) ten (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy 10) days after the receipt of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, all such Title Matters shall be deemed to constitute Permitted ExceptionsDocuments. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” " Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, (subject to Buyer's reasonable approval) at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title ObjectionsObjections (subject to Buyer's reasonable approval). Seller shall notify Buyer in writing within ten (10) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this AgreementAgreement by giving written notice to Seller and Escrow Agent on or before the later of the end of the Due Diligence Period, or five (5) business days after Seller's notice of its election to cure, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 3.4, 9.7 and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is are secured by the Property and all other monetary liens and mechanics’ liens against Property. Items not objected to by Buyer during the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided time frame set forth in this Section 4.1, Seller 4.2 shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyerbe "Permitted Exceptions."

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer’s title to the Real Property which are disclosed in may appear on supplemental title reports or the Updated Title Commitment or issued at the Survey (or in any survey or update to request of Buyer after the Survey acquired by Buyer in the conduct of its Due Diligence) Effective Date (herein collectively called the “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey Other Liens” within seven (or the Buyer’s Survey obtained by Buyer, if any) within two (27) business days after receiptthe receipt thereof by Buyer. Unless Buyer shall timely object to the Title Matterssuch Other Liens, all such Other Liens and any matters which do not materially adversely affect Buyer’s title to the Real Property which are set forth in any such supplemental reports or in the Updated Title Matters Commitment shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove remove, or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten five (105) business days after receipt of Buyer’s notice of the Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closingremove, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” Exceptions and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoingIf Seller elects not to remove one or more Title Objections and Buyer elects its termination rights hereunder, Seller shall be obligated at Closing to cause reimburse Buyer for all its costs of investigations, provided however, such reimbursement amount shall not exceed in the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyeraggregate $15,000.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19Prior to November 17, 20111998, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update materially adversely affect Buyer's title to the Survey acquired by Real Property which may appear on the PTR, any supplemental title reports or updates to the PTR issued at the request of Buyer in after the conduct date hereof or any surveys of its Due Diligence) the Real Property (herein collectively called “the "Title Matters”Defects"). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the such Title MattersDefects, all such Title Matters Defects and any matters which do not materially adversely affect Buyer's title to the Real Property which are set forth on the PTR or in any such supplemental reports or updates shall be deemed to constitute "Acceptable Permitted Exceptions". Any Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” The applicable Seller may elect (but shall not be obligated) to remove remove, or cause to be removed at its expense, any Title ObjectionsDefects that are timely objected to by Buyer, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title ObjectionsDefects. The applicable Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections Defects whether such Seller elects to remove the same (“Seller’s Response”)same. If such Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections Defects prior to the Closing, or if Seller’s Response indicates that such Seller elects not to remove one or more Title ObjectionsDefects, Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreementnot to purchase the Property or Properties that may be subject to such Title Defects, in which event the Deposit parties shall be promptly paid to Buyer and, thereafter, the Parties shall thereafter have no further rights or obligations hereunder with respect to such Property or Properties except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title ObjectionsDefects, in which event such Title Objections Defects shall be deemed additional “"Acceptable Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase PricePrice (it being understood and agreed that the funding by the Buyer of the Second Deposit shall be deemed to constitute a waiver of all Title Defects which the applicable Seller has not, prior to the time the Second Deposit is funded, agreed to remove or cause to be removed in accordance with this Section 5.2). Notwithstanding the foregoing, Seller in the event that Buyer makes the election set forth in clause (a) in the preceding sentence, the Sellers may, within three (3) Business Days of receipt of written notice from Buyer of such election, elect to terminate this Agreement in its entirety, in which event the Sellers shall be obligated at Closing refund the Deposit to cause the release of Buyer and thereafter, the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller parties shall have no obligation to cure any matter affecting title to further rights or obligations under this Agreement except for obligations which expressly survive the Real Property which is objectionable to Buyertermination of this Agreement.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in may appear on supplemental title reports or updates to the Title Commitment or Report issued at the Survey (or in any survey or update to request of Buyer after the Survey acquired by Buyer in the conduct of its Due Diligence) date hereof (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey "Other Liens") within five (or 5) days after the Buyer’s Survey obtained receipt thereof by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matterssuch Other Liens, all such Title Matters Other Liens which are set forth in any such supplemental reports or updates shall be deemed to constitute additional Permitted Exceptions. Any mortgage liens and other consensual liens granted by Seller and listed in the Title Matters Report, and any exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” " Seller may elect (but shall not be obligated) to remove remove, or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“same. Notwithstanding the foregoing, Seller shall be obligated to remove any Title Objections which result from mortgage liens granted by Seller and any other title exceptions intentionally caused by Seller’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer andBuyer, and thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy "Liens") within fifteen (15) days after receipt of the Title Commitment Commitment, the Title Documents and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receiptSurvey. Unless Buyer shall timely object to the Title MattersLiens, all such Liens and any other encumbrances which are set forth in the Title Matters Commitment and any such supplemental reports or updates shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” " Seller may elect (but shall not be obligated) to remove or cause to be removed removed, or insured over, at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections, in form acceptable to Buyer in its reasonable discretion. Seller shall notify Buyer in writing within ten five (105) business days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections in form acceptable to Buyer (in its reasonable discretion) prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice as its sole and exclusive remedy therefore, to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this AgreementAgreement by giving written notice to Seller and Escrow Agent on or before the end of the Due Diligence Period, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this AgreementAgreement as set forth in Sections 3.4, 3.5, 3.6, 9.6, and 10.11, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. If before the end of the Due Diligence Period, Buyer fails to give Seller and Escrow Agent such written notice, then Buyer shall be deemed to have elected to waive such Title Objections and its right to terminate this Agreement pursuant to this Section 4.2. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other or provide for affirmative coverage over any monetary liens created or caused by Seller and mechanics’ liens filed against the Property that were voluntarily created or permitted by Seller or byProperty, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable form reasonably acceptable to Buyer.

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions which are disclosed in the Title Commitment or the Survey (or in any survey or update to the Survey acquired by Buyer in the conduct of its Due Diligence) (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matters, all such Title Matters shall be deemed to constitute Permitted Exceptions. Any Title Matters which are timely objected to by Buyer shall be herein collectively called the “Title Objections.” Seller may elect (but shall not be obligated) to remove or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such Title Objections. Seller shall notify Buyer in writing within No later than ten (10) days after receipt of Buyer’s notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”). If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closingexpiration of the Due Diligence Period, the Buyer will submit to the Seller a written Notice from the Buyer (“Title Notice”) specifying any alleged defects in or if Sellerobjections to the title shown in any Title Commitment (“Title Exceptions”) or any of the Surveys (“Survey Exception”) which in the Buyer’s Response indicates that judgment adversely affect the Real Property. The Buyer shall be deemed to have waived its right to object to any encumbrance or other title or survey objection existing at the time of the Closing Date unless the Buyer shall have given to the Seller elects not to remove one or more the Title Objections, Notice specifying the Buyer’s objections within the time period described above. The Seller shall notify the Buyer may elect, by providing written notice to Seller in writing within five (5) days after receipt Business Days of receiving the Title Notice whether the Seller elects and/or is able to cure any Title Exception(s) and/or Survey Exception(s) set forth in the Title Notice and if the Seller is able and willing to cure such title matters, Seller shall do so at their own expense and provided that Seller shall have no obligation to cure any Title Exceptions or Survey Exceptions. Seller’s Response failure to respond in writing within such five (5) Business Day period shall be deemed an election by Seller to not cure any of the Title Exceptions and/or Survey Exceptions set forth in the Title Notice. If on the Closing Date, there exists Title Exception(s) and/or Survey Exception(s) that Seller has agreed to cure, but has not cured as of the Closing Date, the Buyer may elect, as its sole right and remedy, either (i) to take such title to the Real Property as the Seller can convey, with no abatement of the Purchase Price (aexcept to the extent of monetary liens of a definite, fixed and ascertainable amount not in excess of the Purchase Price), or (ii) to terminate this Agreement, Agreement in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement. The term “Permitted Encumbrances” shall mean (i) all matters and exceptions shown on any Title Commitment (including without limitation, all standard printed exceptions), or on the Surveys (or Existing Surveys, as applicable), (ii) applicable zoning and building ordinances and land use regulations, (iii) such state of facts as would be disclosed by a physical inspection of the Property, (iv) the lien of taxes and assessments not yet due and payable, (v) any exceptions caused by Buyer, its agents, representatives or employees, (vi) the Leases and (vii) the Fossil Reservation; provided, however, (a) if Buyer timely delivers a Title Notice, and Seller elects in writing to cure all or any portion of the Title Exception(s) or Survey Exception(s), the term “Permitted Encumbrances” shall be amended to exclude those specific Title Exceptions(s) and/or Survey Exception(s) that Seller has agreed in writing to cure, and (b) the term “Permitted Encumbrances” shall not include any items which the Title Company agrees to modify or delete at or prior to the Closing (Seller agrees to execute a reasonable Owner’s Affidavit for the purposes of the Title Company deleting the standard exceptions as are customarily deleted or modified in Texas with the issuance of an Owner’s Affidavit). In the event there is an “Unpermitted Title Defect,” the following shall apply. If the Unpermitted Title Defect is the result of a default by Seller of its covenants hereunder then (a) Buyer shall give written notice to Seller of such and (b) in the event Seller cannot cure such Unpermitted Title Defect prior to Closing, then the Unpermitted Title Defect shall constitute a default by Seller hereunder and Buyer may elect in writing on or prior to the Closing Date to (i) waive such Unpermitted Title Objections, in which event such Defect and proceed to Closing or (ii) pursue all remedies afforded to Buyer hereunder. If the Unpermitted Title Objections shall be deemed additional “Permitted Exceptions” and Defect is not the Closing shall occur as herein provided without any reduction result of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained a default by Seller which is secured by of its covenants hereunder, then (a) Buyer shall give written notice to Seller of such and (b) in the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by event Seller or bycannot cure such Unpermitted Title Defect prior to Closing, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.then Buyer may

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer Meridian shall have the right to object in writing to any title matters that are not Permitted Exceptions and that, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are disclosed in may appear on supplemental title reports or updates to the Title Commitment or Reports issued at the Survey (or in any survey or update to request of Meridian after the Survey acquired by Buyer in end of the conduct of its Due Diligence) Diligence Period (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey (or the Buyer’s Survey obtained by Buyer, if any"OTHER LIENS") within two five (25) business days after receiptthe receipt thereof by Meridian. Unless Buyer Meridian shall timely object to the Title Matterssuch Other Liens, all such Title Matters Other Liens and any matters which do not, in Meridian's reasonable discretion, materially adversely affect title to, or the value of, the Real Property with respect to any Facility which are set forth in any such supplemental reports or updates shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer Meridian shall be herein collectively called the “Title Objections"TITLE OBJECTIONS.” Seller " Prudential may elect (but shall not be obligated) to remove remove, or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty (30) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller Prudential shall notify Buyer Meridian in writing within ten five (105) days after receipt of Buyer’s Meridian's notice of Title Objections whether Seller Prudential elects to remove the same (“Seller’s Response”)same. If Seller Prudential is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller Prudential elects not to remove one or more Title Objections, Buyer Meridian may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “Permitted Exceptions” and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding the foregoing, Seller shall be obligated at Closing to cause the release of the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to Buyer.further

Certain Exceptions to Title. For a period commencing on the Effective Date and continuing until 5:00 p.m. (EDT) on August 19, 2011, Buyer shall have the right to object in writing to any title matters that are not Permitted Exceptions and that materially adversely affect Buyer's title to the Real Property which are disclosed in may appear on supplemental title reports or updates to the Title Commitment or Report issued at the Survey (or in any survey or update to request of Buyer after the Survey acquired by Buyer in the conduct of its Due Diligence) date hereof (herein collectively called “Title Matters”). Buyer shall promptly forward to Seller a copy of the Title Commitment and updated Survey "Other Liens") within five (or 5) days after the Buyer’s Survey obtained receipt thereof by Buyer, if any) within two (2) business days after receipt. Unless Buyer shall timely object to the Title Matterssuch Other Liens, all such Title Matters Other Liens and any matters which do not materially adversely affect Buyer's title to the Real Property which are set forth in any such supplemental reports or updates shall be deemed to constitute additional Permitted Exceptions. Any Title Matters exceptions which are timely objected to by Buyer shall be herein collectively called the “"Title Objections.” " Seller may elect (but shall not be obligated) to remove remove, or cause to be removed at its expense, any Title Objections, and shall be entitled to a reasonable adjournment of the Closing (not to exceed thirty ninety (3090) days) for the purpose of such removal, which removal will be deemed effected by the re-issuance of title insurance eliminating or amendment of the Title Commitment eliminating or, at Buyer’s sole discretion, insuring against the effect of such the Title Objections. Seller shall notify Buyer in writing within ten five (105) days after receipt of Buyer’s 's notice of Title Objections whether Seller elects to remove the same (“Seller’s Response”)same. If Seller is unable to remove or if the Title Company is unable or unwilling to endorse or, at Buyer’s sole discretion, insure over any Title Objections prior to the Closing, or if Seller’s Response indicates that Seller elects not to remove one or more Title Objections, Buyer may elect, by providing written notice elect to Seller within five (5) days after receipt of Seller’s Response either to (a) terminate this Agreement, in which event the Deposit shall be promptly paid to Buyer and, thereafter, the Parties parties shall have no further rights or obligations hereunder except for those obligations which expressly survive the termination of this Agreement, or (b) waive such Title Objections, in which event such Title Objections shall be deemed additional “"Permitted Exceptions” " and the Closing shall occur as herein provided without any reduction of or credit against the Purchase Price. Notwithstanding Unless Buyer elects to terminate within two business days after receipt of Seller's election to cure a Title Objection or not, as the foregoingcase may be, Seller Buyer shall be obligated at Closing deemed to cause have elected (b) above and to have waived its objections. The aforementioned elections shall be evidenced by notice to the release of other party pursuant to the liens of any financing obtained by Seller which is secured by the Property and all other monetary liens and mechanics’ liens against the Property that were voluntarily created or permitted by Seller or by, through or under Seller. Except as expressly provided notice provisions in this Section 4.1, Seller shall have no obligation to cure any matter affecting title to the Real Property which is objectionable to BuyerAgreement.