Common use of Examination of Title Clause in Contracts

Examination of Title. The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue to BUYER, upon recording of the deed, an owner’s policy of title insurance in the amount of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of receipt to examine same in accordance with this provision.

Examination of Title. The In addition to any encumbrances referred to herein, BUYER shall take title to the property subject to the Permitted Exceptions as hereinafter defined. Within twenty (20) days of the execution of this Agreement Buyer shall order from the Title Company at Buyer’s expense, a Title Commitment shall be with an effective date no earlier than thirty (30) days prior to the date of this Agreement issued by a Florida licensed through the Title Company and setting forth the state of title insurer agreeing to issue the Property and all exceptions to BUYER, upon recording of the deed, coverage which would appear in an owner’s policy of title insurance insurance, if issued, together with copies of all instruments identified in the amount Title Commitment as exceptions to title. If on or before ten (10) days of receipt of the Title Commitment, Buyer determines that the status of title reflected in such Title Commitment is unacceptable for any reasonable objection, Buyer shall so notify Seller in writing specifying such objectionable matters. Seller shall have a period of thirty (30) days following the receipt of such notice from Buyer to cure such defect; provided, however, that Seller shall not be obligated to cure any such defects. If Seller is unable or elects not to cure such defects or provide an alternative Title Commitment within the thirty (30) day period, within twenty (20) days following the expiration of such period Buyer may either terminate this Agreement or, at its election, maintain this Agreement in effect with the right to take title subject to such defects not cured by Seller, without any deduction or adjustment in the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER Buyer fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed Seller within ten (10) days of the delivery receipt of the notice. If SELLER delivers the Title Commitment of any objectionable matters set forth in the Title Commitment, then all matters set forth in Schedule B-2 of the Title Commitment shall be the “Permitted Exceptions.” Also, any objectionable matters which Seller is unable or elects not to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER cure which are accepted by Buyer shall have up to five (5) days from date of receipt to examine same in accordance with this provisionalso be Permitted Exceptions.

Examination of Title. The Title Commitment shall be issued by a Florida licensed title insurer agreeing Notwithstanding the foregoing, Purchaser will have until 5:00 P.M. (Eastern time) on the Termination Notice Date to issue to BUYER, upon recording of the deed, an owner’s policy of title insurance in the amount of the Purchase Price, insuring BUYER’s marketable examine title to the real propertyProperty and notify Sellers in writing of any objections to title or which may be revealed by Purchaser's examination, subject only including any objections to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority any of the Florida Bar Permitted Exceptions listed on Exhibit 15.3 (called herein Sellers' "Notice of Title Objections"). Purchaser will deliver to Sellers, expeditiously after its receipt by Purchaser, a current title commitment for the Property, together with legible copies of all title exceptions shown or disclosed thereon. The Notice of Title Objections, if and in accordance when delivered by Purchaser to Sellers, shall enumerate with law. BUYER shall have five (5) days from date of receiving the Title Commitment specificity all title exceptions and objections which are acceptable to examine itPurchaser, and if all title is found defectiveexceptions or objections which are unacceptable to Purchaser (and all such title exceptions and objections which are so enumerated as acceptable to Purchaser (together with all such matters which are neither enumerated as acceptable nor unacceptable, notify SELLER in writing specifying the defect(s), all of which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted be acceptable), shall supplement the title in its existing condition. SELLER items listed on Exhibit 15.3 and shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement become Permitted Exceptions for all purposes of SELLER to bring an action at law or equity to cure said defect(sthis Agreement). Upon In the defect(s) being cured event that Purchaser fails to give a Notice of Title Objections on or before the Termination Notice Date, then such failure to notify Sellers timely will constitute a waiver of such right to object to any title defects, and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of receipt to examine same Agreement will remain in full force and effect in accordance with its terms and the purchase and sale contemplated hereby will be closed as herein provided, with Exhibit 15.3 as well as all exceptions shown on Purchaser's title commitment shall be deemed acceptable to Purchaser. Whether or not Purchaser shall have previously furnished to Sellers any Notice of Title Objections pursuant to the provisions of this provisionSection 15.3, Purchaser may at or prior to Closing further notify Sellers in writing of any objections to title (which would result in the Property not being free and clear of all Liens, tenancies, leases, restrictions, encumbrances, charges, security interests, covenants and easements of every kind, except only Permitted Exceptions) arising between (1) 5:00 P.M. (Eastern time) on the "Title Objection Date" (which for this purpose shall mean the date on which Purchaser shall have given Sellers its Notice of Title Objections), and (2) the Closing Date. With respect to any objections to title set forth in such further notice, Sellers will have the same obligations and Purchaser will have the same rights as those which apply to any Notice of Title Objections resulting from a title examination made by Purchaser on or before the Termination Notice Date.

Examination of Title. The Title Commitment Within a reasonable time after acceptance of this Agreement, Seller shall be furnish Buyer with a title commitment issued by a Florida licensed title insurer agreeing to issue to BUYERLand Title, upon recording Inc. for the property including proper searches covering bankruptcies and State and Federal judgments, liens, and levied and pending special assessments. Within ten (10) business days following receipt of the deedtitle commitment, Buyer shall provide Seller with written objections or, at Xxxxx’s own expense, to make an owner’s policy of application for a title insurance in the amount policy and notify Seller of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closingapplication. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER Buyer shall be deemed to have accepted the waived any title in its existing conditionobjections not made within a 10 business day period after exam of title, except that this shall not operate as a waiver of Seller’s covenant to deliver a Receiver Deed, unless a Receiver Deed is not specified above. SELLER If any objection is so made, Seller shall use diligent efforts have 10 business days from receipt of Buyer’s written title objections to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement notify Buyer of SELLER to bring an action at law or equity Seller’s intention to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER such objections or BUYER’s agent, terminate this transaction shall then be closed within ten (10) days of the delivery of the noticePurchase Agreement. If SELLER delivers notice to cure is given by Seller, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within 10 days after written notice to Buyer the Title Commitment parties shall perform this Purchase Agreement according to BUYER less than five (5) days prior its terms. If Seller terminates this Purchase Agreement, neither party shall be liable for damages hereunder to Closing, BUYER may extend Closing so that BUYER the other and Xxxxxxx Money shall have up be refunded to five (5) days from date Buyer; Buyer and Seller agree to sign cancellation of receipt to examine same in accordance with this provisionPurchase Agreement.

Examination of Title. The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue to BUYER, upon recording Within fourteen (14) days of Xxxxx’s receipt of the deedlast item of the Evidence of Title, an owner’s policy Buyer may give Seller written notice of title insurance alleged defect(s) in the amount marketability of the Purchase Price, insuring BUYERSeller’s marketable actual and record title to the real propertyProperty and state the curative actions requested of Seller (“Objections”). The Permitted Encumbrances may not serve as a basis for an Objection. Within fourteen (14) days of Seller’s receipt of Xxxxx’s Objections, subject only Seller will notify Buyer, in writing, if Seller will attempt to make Seller’s title to the matters contained in Paragraph 16 and those Property marketable. If Seller notifies Buyer that Seller will attempt to be discharged by SELLER at or before Closing. Marketable make Seller’s title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall Property marketable, Seller will have five up to thirty (530) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from Seller’s receipt of notice Buyer’s Objections to remove the defect(s), do so (the “Cure Period”), failing which BUYER shallor to obtain appropriate modifications to the Title Commitment and, if necessary, the Date of Closing will be rescheduled accordingly. If Seller makes Seller’s title marketable within five (5) days after expiration of said the Cure Period, deliver written notice Seller will notify Buyer, in writing, and the Parties will close pursuant to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund terms of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails Any defects in the marketability of Seller’s title to so notify SELLERthe Property which Xxxxx does not object to, BUYER shall in writing, within the time period set forth above, will be deemed Permitted Encumbrances. Buyer specifically agrees that notwithstanding the continued existence of a defect or defects in the marketability of Seller’s title to the Property, Seller will be deemed to have accepted satisfied Buyer’s Objections if Xxxxx’s title insurer removes the matters giving rise to such defects from the list of requirements and/or exceptions set forth in the Title Commitment or agrees to endorse the Title Commitment to insure Buyer against loss or damage resulting directly from the matters giving rise to such defect(s). Notwithstanding any provisions herein, Seller must satisfy all liens on the Property on or before the Date of Closing. If Seller notifies Buyer that Xxxxxx does not intend to cure Buyer’s Objections or if Seller notifies Buyer that Seller intends to cure Buyer’s Objections to title in its existing condition. SELLER shall use diligent efforts but is unable to correct defect(s) do so or obtain appropriate modifications to the Title Commitment within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER Buyer may extend Closing so that BUYER shall have up to five (5) days from date of receipt to examine same in accordance with this provision.either:

Examination of Title. The Title Commitment shall be issued by a Florida licensed Provided that Seller delivers to Purchaser copies of Seller's existing title insurer agreeing to issue to BUYER, upon recording of policies (and not just commitments) and surveys for the deed, an owner’s policy of title insurance in the amount of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed Operating Residences within ten (10) days after the date of this Agreement, Purchaser shall have until the date forty-five (45) days after the date of this Agreement to examine title to each of the delivery Operating Residences and to obtain Surveys (as hereinafter defined) and to deliver to Seller copies of title commitments issued by Title Company and such Surveys. Such forty-five (45) day period shall be extended one (1) day for each day that Seller is late in delivering the copies of Seller's title policies and surveys (provided that if Seller notifies Purchaser that Seller lacks such items, such forty-five (45) day period shall commence as of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of receipt such notice). Purchaser shall, within such period, notify Seller in writing of any defects in title which may be revealed by Purchaser's examination (which defects may include any matters revealed by the Surveys), including Monetary Encumbrances and any title defects that are non-monetary in nature other than Permitted Title Exceptions ("Non-Monetary Defects"). Purchaser agrees that Purchaser shall not object to examine same in accordance (A) any recorded utility easements serving only an Operating Residence or any recorded utility easements serving adjacent properties and located on the Real Property, but, with this provision.respect to all such recorded utility easements Purchaser shall not object if and only to the extent (i) any building constituting a part of the Improvements for such Operating Residence does not encroach upon and is not constructed over such easement, (ii) such easement has been located and identified by the surveyor on the Survey applicable thereto, and (iii) such easement does not render title unmarketable or unreasonably interfere with the current or future operations of the

Examination of Title. The Within a reasonable time after acceptance of this Agreement, Seller shall furnish Buyer with an Abstract of Title Commitment or a Registered Property Abstract certified to date including proper searches covering bankruptcies and State and Federal judgments, liens, and levied and pending special assessments. Buyer shall be issued by a Florida licensed title insurer agreeing to issue to BUYER, upon recording have 10 business days after receipt of the deedAbstract of Title or Registered Property Abstract either to have Xxxxx’s attorney examine the title and provide Seller with written objections or, at Xxxxx’s own expense, to make an owner’s policy of application for a title insurance in the amount policy and notify Seller of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closingapplication. Marketable title Buyer shall be determined according to applicable title standards adopted by authority have 10 business days after receipt of the Florida Bar and in accordance commitment for title insurance to provide Seller with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund copy of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER commitment and SELLER from all further obligations under this Agreementwritten objections. If BUYER fails to so notify SELLER, BUYER Buyer shall be deemed to have accepted the waived any title in its existing condition. SELLER shall use diligent efforts to correct defect(s) objections not made within the Cure Periodapplicable 10 day period set forth above, except that this shall not operate as a waiver of Seller’s covenant to deliver a Warranty Deed, unless a Warranty Deed is not specified above. Reasonable diligence will If any objections is so made, Seller shall have 10 business days from receipt of Buyer’s written title objections to notify Buyer of Seller’s intention to make title marketable within 120 days from Seller’s receipt of such written objection. If notice is given, payments hereunder required shall be postponed pending correction of title, but upon correction of title and within 10 days after written notice to Buyer the parties shall perform this Purchase Agreement according to its terms. If no such notice is given or if notice is given but title is not include corrected within the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agenttime provided for, this transaction Purchase Agreement shall then be closed null and void, at option of Buyer; neither party shall be liable for damages hereunder to the other and xxxxxxx money shall be refunded to Buyer. Buyer and Seller agree to sign cancellation of Purchase Agreement. If title to the property be found marketable or be so made within ten (10) days said time, and Buyer shall default in any of the delivery agreements and continue in default for a period of 10 days, then and in that case the Seller may terminate this contract and on such termination all payments made upon this contract shall be retained by Sellers as liquidated damages, time being of the noticeessence. If SELLER delivers This provision shall not deprive either party of the Title Commitment right to BUYER less than five (5) days prior enforce the specific performance of this contract provided this contract has not been terminated and provided action to Closing, BUYER may extend Closing so that BUYER enforce such specific performance shall have up to five (5) days from date be commenced within six months after such right of receipt to examine same in accordance with this provisionaction shall arise.

Examination of Title. The Title Commitment Seller shall be obtain a current commitment for title insurance (the “Commitment”) issued by a Florida licensed title insurer Escrow Agent (the “Title Company”), agreeing to issue to BUYER, upon recording of the deed, an ALTA-Form B (1992) owner’s policy of title insurance policy or equivalent form reasonably acceptable to Purchaser with respect to the Property, in the amount of the Purchase Price, insuring BUYER’s marketable dated as of the Closing Date, indicating title to the real property, Property is vested in Purchaser (or Purchaser’s designees pursuant to Article XII) subject only to the matters contained in Paragraph 16 Permitted Exceptions (as defined herein). Seller shall obtain, at its sole cost and those to be discharged by SELLER at expense, a new or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority updated survey of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), Property (the “Cure PeriodSurvey”). Purchaser will have until Termination Notice Date to examine title to the Property and to notify Seller in writing of any objections to title that may be revealed by Purchaser’s examination (called herein the “Notice of Title Objections”). Purchaser will deliver to Seller, failing which BUYER shallpromptly after its receipt by Purchaser, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund copy of the Deposit(s) paid which Commitment and a copy of the Survey. The Notice of Title Objections, if and when delivered by Purchaser to Seller, shall be returned enumerate all title exceptions or objections that are unacceptable to BUYER, thereby releasing BUYER Purchaser (and SELLER from all further obligations under this Agreement. If BUYER fails such title exceptions and objections that are not so enumerated as unacceptable to so notify SELLER, BUYER Purchaser shall be deemed to have accepted the title in its existing condition. SELLER be acceptable and shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement become Permitted Exceptions for all purposes of SELLER to bring an action at law or equity to cure said defect(sthis Agreement). Upon In the defect(s) being cured event that Purchaser fails to give a Notice of Title Objections on or before the Termination Notice Date, then such failure to timely notify Seller will constitute a waiver of such right to object to any title defects, and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of receipt to examine same Agreement will remain in full force and effect in accordance with its terms and the purchase and sale contemplated hereby will be closed as herein provided, with all exceptions shown on the Commitment being deemed acceptable to Purchaser and becoming Permitted Exceptions for all purposes of this provisionAgreement.

Examination of Title. The Title Commitment shall be issued by a Florida licensed Provided that Seller delivers to Purchaser copies of Seller's existing title insurer agreeing to issue to BUYER, upon recording of policies (and not just commitments) and surveys for the deed, an owner’s policy of title insurance in the amount of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed Construction Residences within ten (10) days after the date of this Agreement, Purchaser shall have until the date forty-five (45) days after the date of this Agreement to examine title to each of the delivery Construction Residences and to obtain Surveys (as hereinafter defined) and to deliver to Seller copies of title commitments issued by Title Company and such Surveys. Such forty-five (45) day period shall be extended one (1) day for each day that Seller is late in delivering the copies of Seller's title policies and surveys (provided that if Seller notifies Purchaser that Seller lacks such items, such forty-five (45) day period shall commence as of the date of such notice). If SELLER delivers Purchaser shall, within such period, notify Seller in writing of any defects in title which may be revealed by Purchaser's examination (which defects may include any matters revealed by the Surveys), including Monetary Encumbrances and any title defects that are non-monetary in nature other than Permitted Title Exceptions ("Non-Monetary Defects"). Purchaser agrees that Purchaser shall not object to (A) any recorded utility easements serving only a Construction Residence or any recorded utility easements serving adjacent properties and located on the Real Property, but, with respect to all such recorded utility easements Purchaser shall not object if and only to the extent (i) any building constituting a part of the Improvements for such Construction Residence does not encroach upon and is not constructed over such easement, (ii) such easement has been located and identified by the surveyor on the Survey applicable thereto, and (iii) such easement does not render title unmarketable or unreasonably interfere with the current or future operations of the Construction Residence, (B) any minor encroachments of improvements such as fences, paving or similar improvements, and (C) any other matters as Purchaser in the exercise of good faith reasonably determines will not have a material adverse impact on Purchaser's operation of the Construction Residence or otherwise is a defect that is not a material impediment to Purchaser's ability to finance or convey such Construction Residence. (A) - (C) shall be deemed to be "Permitted Title Exceptions" hereunder. Within ten (10) days after Seller's receipt of Purchaser's notice with respect to any Construction Residence, Seller shall give notice to Purchaser either (x) refusing to cure the applicable Non-Monetary Defects or (y) setting forth Seller's intent to cure such Non-Monetary Defects and stating in detail how Seller will accomplish same. Failure of Seller to timely give such notice shall be deemed to be a refusal by Seller to cure any such Non-Monetary Defects. Upon the later of receipt of Seller's notice or expiration of the ten (10) day period, then Purchaser may, at any time prior to ten (10) days after the receipt by Purchaser of Seller's response or expiration of Seller's response time, by notice to Seller, (i) elect to terminate Purchaser's obligation to purchase such Construction Residence 9 15 pursuant to this Agreement, whereupon the provisions of Section 14 shall be applicable with respect to such Construction Residence, or (ii) accept title to such Construction Residence subject to the Non-Monetary Defects that Seller has not undertaken to cure, in which event such Non-Monetary Defects, together with all title exceptions and matters appearing on the Title Commitment with respect to BUYER less than five such Construction Residence to which Purchaser did not object, will be deemed Permitted Title Exceptions hereunder. If Seller elects option (5y) days as to any Construction Residence and at the applicable Residence Closing Seller fails to cure the applicable Non-Monetary Defects in the manner Seller has undertaken to so cure in its notice to Purchaser to the satisfaction of Purchaser, Purchaser will again have the options set forth in (i) and (ii) above. Seller agrees not to further voluntarily alter or encumber in any way title to any Construction Residence after the date of this Agreement, except for encumbrances imposed in the ordinary course of business of which Seller notifies Purchaser and which Seller will cause to be removed at or prior to the applicable Residence Closing. In the event that Purchaser fails to timely notify Seller of title defects as to any Construction Residence, BUYER may extend Closing so then such failure to notify Seller shall constitute a waiver of Purchaser's right to object to any Non-Monetary Defects with respect to any Construction Residence but shall not be a waiver of Seller's absolute obligation hereunder to remove Monetary Encumbrances, nor a waiver of Purchaser's right to object to matters that BUYER arise subsequent to such date. Purchaser shall have up the right to five re-examine and update title to any Construction Residence and update the applicable Survey through and including the applicable Residence Closing Date and in the event any such examination or update reveals any new matters first arising or appearing of record subsequent to Purchaser's first examination of title (5other than Permitted Title Exceptions), then (i) days from date if such new matters were voluntarily imposed by Seller in violation of receipt this Section 5.A, Seller shall be in default hereunder and the provisions of Section 18.B shall apply or (ii) if such new matters were not voluntarily imposed by Seller, then Purchaser shall have the right to examine object to same and will again have the options set forth in accordance with this provision(i) and (ii) above.

Examination of Title. The Within two (2) Business Days following the date on which Seller signed this Agreement, Seller shall deliver to Purchaser its most recent title insurance commitment and/or policy covering the Real Property. Thereafter, Purchaser shall apply for a title insurance commitment (the “Commitment”) from the Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue to BUYERCompany or its agent for the issuance of the Owner’s Title Policy, upon recording of the deedDeed (as hereinafter defined). Purchaser may also obtain an update of Seller’s existing survey or new survey of the Real Property (the “Survey”). Said Commitment shall agree to insure the proposed title of Purchaser to the Real Property subject only to such title exceptions as are shown thereon (and not cured prior to Closing). If title to the Real Property or the Survey contains title exceptions or discloses matters to which Purchaser objects (“Title Defects”), Purchaser shall notify Seller of such fact. Purchaser’s notice shall be given no later than ten (10) days from the date Purchaser receives the Commitment and the Survey (but in no event later than five (5 ) days prior to the end of the Due Diligence Period without regard to receipt of an ownerupdated or new Survey), after which Seller shall notify Purchaser within two (2) Business Days of receipt of Purchaser’s policy notice whether Seller intends to cure the Title Defects, provided, however, Seller shall be obligated to cure and satisfy of record all mortgages, deeds of trust, liens, delinquent taxes, judgments and mechanic’s liens (collectively, “Monetary Encumbrances”). If Seller is unwilling to cure such Title Defects, Purchaser shall, subject to the remaining provisions of this Section, have the option of either accepting title insurance in to the amount Real Property without abatement of the Purchase Price, insuring BUYER’s marketable title or of terminating this Agreement by giving written notice of such election to Seller prior to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority expiration of the Florida Bar and Due Diligence Period and, in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine itlatter event, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which Exxxxxx Money Deposit shall be returned to BUYERPurchaser, thereby releasing BUYER and SELLER from all further the rights and obligations under this Agreementof the parties hereto shall cease and terminate. From and after the Effective Date, Seller shall not execute any agreement, document or other encumbrance that will bind the Property or Purchaser after the Closing Date without the express prior written consent of Purchaser, which may be granted or withheld in Purchaser’s sole discretion. If BUYER Seller fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement cure and satisfy of SELLER to bring an action record a Monetary Encumbrance at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER then Purchaser shall have up all remedies available under Section 17.1 below or may proceed to five (5) days from date Closing with an abatement of receipt the Purchase Price to examine same in accordance with this provisionthe extent of the Monetary Encumbrances.

Examination of Title. The Within ten (10) days after the Village gives Notice of Exercise of Option, Supreme shall obtain and provide to the Village for examination an ALTA commitment for title insurance for the Property (“Title Commitment”) issued by a title company that is agreeable to the Village and Supreme, and is licensed to write title insurance in Wisconsin (“Title Company”). Said Title Commitment shall be issued commit the Title Company to insure title to the Property by a Florida licensed title insurer agreeing to issue to BUYER, upon recording of the deed, an owner’s owners’ standard form ALTA policy of title insurance in the amount of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority most recent assessed value of the Florida Bar and in accordance with lawProperty for property tax purposes. BUYER The Village shall have until five (5) business days from date prior to the expiration of receiving the Title Commitment Due Diligence Period to examine it, and if title is found defective, notify SELLER in writing specifying deliver to Supreme written notice of any objections to the defect(s), which renders title unmarketablecondition of title. SELLER shall have ( ) days from receipt of If the Village fails to deliver such notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) business days after prior to the expiration of said Cure the Due Diligence Period, deliver written notice to SELLER either: (A) extending then the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER Village shall be deemed to have accepted approved of the condition of title in its existing conditionas shown by such commitment. SELLER Exceptions to title approved by the Village hereunder shall use diligent efforts be deemed to correct defect(s) within be “Permitted Exceptions.” If Supreme, through the Cure Period. Reasonable diligence will not include the requirement exercise of SELLER to bring an action at law or equity commercially reasonable efforts, is unable to cure said defect(s). Upon such objections to the defect(s) being cured and notice condition of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days title prior to Closing, BUYER may extend or cause the Title Company to commit to insure over such objections to the condition of title at the time of Closing so that BUYER to the satisfaction of the Village, the Village shall have up the option, exercisable by written notice to five Supreme on or before the Closing Date, either to: (5i) days from terminate this Option Agreement, in which case this Agreement shall be null and void; or (ii) waive any uncured objections to the condition of title and perform pursuant to the terms of this Option Agreement, notwithstanding any uncured objections to the condition of title. If the Village does not give timely notice to terminate this Option Agreement, then the uncured objections to the condition of title shall become Permitted Exceptions and the Village shall be deemed to have waived its right to terminate this Option Agreement pursuant to this Section 3.a. Notwithstanding anything to the contrary set forth in this Option Agreement, Supreme shall have an absolute obligation to satisfy or discharge any mortgages, money judgments or other liens disclosed in the commitment capable of discharge upon payment of an ascertainable amount. All costs of providing such title commitment (including the GAP endorsement), and of issuing the title policy pursuant to such commitment, shall be borne equally by the Parties and shall be paid at or before the Closing. After the effective date of receipt this Option Agreement, Supreme shall not (without first obtaining the written consent of the Village): (i) permit any additional liens or encumbrances to examine same be recorded against the Property, (ii) enter into or modify any agreement with respect to the Property, or (iii) initiate or consent to the change in accordance with this provisionany zoning and/or any other governmental law, permit, license, ordinance or regulation applicable to the use, occupation or operation of the Property, unless approved by the Village. The Village shall have the right to order a gap endorsement at Supreme’s expense. The Village shall be responsible for the costs of any other endorsements requested by the Village. Xxxxxxx agrees to execute any affidavit reasonably required by the title insurer to provide gap coverage and to remove any standard exceptions to title.

Examination of Title. The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue to BUYER, upon recording Within ten (10) business days of Buyer’s receipt of the deed, an owner’s policy of title insurance in the amount last item of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at Evidence of Title or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of Buyer’s discovery of a defect in the delivery marketability of Seller’s title to the noticeProperty which defect was not reasonably ascertainable from the Evidence of Title, Buyer may give Seller written notice of alleged defect(s) in the marketability of Seller’s actual and record title to the Property and request that Seller make Seller’s title marketable (“Objections”). Buyer shall have no obligation to object to any mortgage or other lien, the release of all of which shall be provided by Seller at closing. Buyer’s failure to object to defects in the marketability of Seller’s title to the Property, in writing, within the time period set forth above, will be deemed a waiver of Buyer’s right to require Seller to cure such defects. Such waiver will not, however, entitle Seller to exclude such defects from the warranties of title contained in Seller’s Deed to Buyer. If SELLER delivers Buyer notifies Seller of Objections within the Title Commitment time period set forth above, Seller will use Seller’s best efforts to BUYER less than five make Seller’s actual and record title to the Property marketable. Within ten (510) days prior of Seller’s receipt of Buyer’s Objection(s), Seller must notify Buyer, in writing, if Seller will attempt to Closingmake Seller’s title to the Property marketable. If Seller notifies Buyer that Seller will attempt to make Seller’s title to the Property marketable, BUYER may extend Closing so that BUYER shall Seller will have up to forty-five (545) days from Seller’s receipt of Buyer’s Objections to do so, and, if necessary, the Date of Closing will be rescheduled accordingly. If Seller makes Seller’s title marketable within the forty-five day period, Seller will notify Buyer, in writing, and the Parties must close pursuant to the terms of the Agreement. The new “Date of Closing” will be the date fifteen (15) days from the date Seller notifies Buyer that Seller’s title is marketable. If Seller notifies Buyer that Seller does not intend to make Seller’s title marketable or if Seller notifies Buyer that Seller intends to make Seller’s title marketable but is unable to do so within forty-five (45) days from Seller’s receipt of receipt to examine same in accordance with this provision.Buyer’s Objections, Buyer may either:

Examination of Title. The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue to BUYER, upon recording Within fourteen (14) days of Buyer’s receipt of the deedlast item of the Evidence of Title, an owner’s policy Buyer may give Seller written notice of title insurance alleged defect(s) in the amount marketability of the Purchase Price, insuring BUYERSeller’s marketable actual and record title to the real propertyProperty and state the curative actions requested of Seller (“Objections”). The Permitted Encumbrances may not serve as a basis for an Objection. Within fourteen (14) days of Seller’s receipt of Buyer’s Objections, subject only Seller will notify Buyer, in writing, if Seller will attempt to make Seller’s title to the matters contained in Paragraph 16 and those Property marketable. If Seller notifies Buyer that Seller will attempt to be discharged by SELLER at or before Closing. Marketable make Seller’s title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall Property marketable, Seller will have five up to thirty (530) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from Seller’s receipt of notice Buyer’s Objections to remove the defect(s), do so (the “Cure Period”), failing which BUYER shallor to obtain appropriate modifications to the Title Commitment and, if necessary, the Date of Closing will be rescheduled accordingly. If Seller makes Seller’s title marketable within five (5) days after expiration of said the Cure Period, deliver written notice Seller will notify Buyer, in writing, and the Parties will close pursuant to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund terms of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails Any defects in the marketability of Seller’s title to so notify SELLERthe Property which Buyer does not object to, BUYER shall in writing, within the time period set forth above, will be deemed Permitted Encumbrances. Buyer specifically agrees that notwithstanding the continued existence of a defect or defects in the marketability of Seller’s title to the Property, Seller will be deemed to have accepted satisfied Buyer’s Objections if Buyer’s title insurer removes the matters giving rise to such defects from the list of requirements and/or exceptions set forth in the Title Commitment or agrees to endorse the Title Commitment to insure Buyer against loss or damage resulting directly from the matters giving rise to such defect(s). Notwithstanding any provisions herein, Seller must satisfy all liens on the Property on or before the Date of Closing. If Seller notifies Buyer that Seller does not intend to cure Buyer’s Objections or if Seller notifies Buyer that Seller intends to cure Buyer’s Objections to title in its existing condition. SELLER shall use diligent efforts but is unable to correct defect(s) do so or obtain appropriate modifications to the Title Commitment within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER Buyer may extend Closing so that BUYER shall have up to five (5) days from date of receipt to examine same in accordance with this provision.either:

Examination of Title. The Title Commitment Purchaser shall be issued by a Florida licensed have until (i) December 28, 1999 with respect to the Tranche A Facilities and (ii) January 21, 2000 with respect to the Tranche B Facilities to examine title insurer agreeing to issue to BUYER, upon recording each of the deedFacilities and to obtain Surveys (as hereinafter defined) and to notify Seller in writing of any defects in title which may be revealed by Purchaser's examination (which defects may include any matters revealed by the Surveys), an owner’s policy of including Monetary Encumbrances and any title defects that are non-monetary in nature ("Non-Monetary Defects") (provided, however, that Purchaser shall not object to matters or defects, other than Monetary Encumbrances, to the extent such matters or defects were specified as exceptions on any proforma marked leasehold title insurance policies delivered to the Alterra Lessees in connection with the amount inception of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s)Existing Leases, which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); matters or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER defects shall be deemed to have accepted the title in its existing conditionbe Permitted Title Exceptions hereunder). SELLER Within one (1) day after Seller's receipt of Purchaser's notice with respect to any Facility, Seller shall use diligent efforts give notice to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity Purchaser either refusing to cure said defect(s)the applicable Non-Monetary Defects or setting forth Seller's intent to cure such Non-Monetary Defects and stating in detail how Seller will accomplish same. Failure of Seller to timely give such notice shall be deemed to be a refusal by Seller to cure any such Non-Monetary Defects. Upon the defect(slater of receipt of Seller's notice or expiration of the one (1) being cured and day period, then Purchaser may, at any time on or prior to December 30, 1999 with respect to the Tranche A Facilities or January 25, 2000 with respect to the Tranche B Facilities, by notice of that fact being delivered to BUYER or BUYER’s agentSeller, (i) elect to terminate Purchaser's obligation to purchase such Facility pursuant to this Agreement, whereupon the Earnxxx Xxxey with respect to such Facility shall be promptly refunded to Purchaser, this transaction Agreement shall then be closed within ten (10) days null and void with respect to such Facility and neither party shall have any further rights, duties or obligations hereunder with respect to such Facility but which termination shall not release or relieve either party hereunder with respect to the remainder of the delivery of Facilities for which no such termination notice was given or (ii) accept title to such Facility subject to the notice. If SELLER delivers Non-Monetary Defects that Seller has not undertaken to cure, in which event such Non-Monetary Defects, together with all title exceptions and matters appearing on the Title Commitment with respect to BUYER less than five such Facility to which Purchaser did not object, will be deemed Permitted Title Exceptions hereunder. If Purchaser elects option (5ii) as to any Facility and at the applicable Facility Closing Seller fails to cure the applicable Non-Monetary Defects in the manner Seller has undertaken to so cure in its notice to Purchaser to the satisfaction of Purchaser, Purchaser will again have the options set forth in (i) and (ii) above as its sole and exclusive remedy; provided, however, in the event Seller was unable to effect such cure after exercise of reasonable efforts, Seller may by notice extend the Facility Closing Date for such Facility for an additional ninety (90) days prior to Closingenable Seller to attempt to effect such cure, BUYER may extend Closing in which event if Seller is unable to cure Purchaser will once again have the options set forth in (i) and (ii) above as its sole and exclusive remedy and provided further, however, the Facility Purchase Price applicable to any Facility for which Seller has so extended shall be deducted from the $30,000,000.00 aggregate Facility Purchase Prices required to be consummated by Purchaser by December 30, 1999 pursuant to Paragraph 3. Seller agrees not to further voluntarily alter or encumber in any way title to any Facility after the date of this Agreement. In the event that BUYER Purchaser fails to timely notify Seller of title defects as to any Facility, then such failure to notify Seller shall constitute a waiver of Purchaser's right to object to any Non-Monetary Defects with respect to any Facility but shall not be a waiver of Seller's absolute obligation hereunder to cure Monetary Defects, nor a waiver of Purchaser's right to object to matters that arise subsequent to such date. Purchaser shall have up the right to five (5) days from date of receipt re-examine and update title to examine same any Facility and update the applicable Survey through and including the applicable Facility Closing Date and in accordance with this provision.the event any such examination or

Examination of Title. The Title Commitment (a) Seller shall convey title to the Property by Limited Warranty Deed subject to: (i) all taxes for the year in which the Closing occurs and subsequent years not yet due and payable; (ii) zoning and other ordinances affecting the Property; (iii) all matters which would be issued shown by a Florida licensed title insurer agreeing to issue to BUYER, upon recording current accurate survey and inspection of the deedProperty, and (iv) all matters of record (the foregoing Section 5 (a)(i) – (iv) being hereinafter referred to collectively as the “Permitted Title Exceptions”). Within forty- five (45) days from and after the Effective Date, Buyer shall obtain and deliver to Seller an owner’s policy of title insurance commitment for the Property and may notify Seller in writing of any objections to the Permitted Title Exceptions. In the event Xxxxx does not notify Seller prior to the end of said forty (45) day period of any unacceptable defects in the amount of Permitted Title Exceptions, Buyer shall have waived the Purchase Price, insuring BUYER’s marketable right to object to same and shall have agreed to accept title subject to the real property, subject only Permitted Title Exceptions. In the event Buyer notifies Seller of any defects to the matters contained Permitted Title Exceptions prior to the expiration of said forty-five (45) day period, Seller shall notify Buyer within five (5) business days of its receipt of Buyer’s notice as to which title defects Seller shall cure or refuse to cure; provided, in Paragraph 16 and those no event shall Seller be obligated to be discharged cure any such defects other than mortgages or other monetary liens caused by SELLER at Seller capable of being satisfied by payment of a sum certain. If Seller fails to give Buyer written notice as to which title defects Seller shall cure or before Closing. Marketable title refuse to cure, Seller shall be determined according deemed to applicable have refused to cure such title standards adopted by authority of the Florida Bar and in accordance with lawdefects. BUYER Buyer shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) business days from receipt of Seller’s notice in which to remove elect to accept the defect(s)Property subject to such matters without deduction from the Purchase Price, (or to decline to accept the “Cure Period”)Property in which event the Deposit shall be returned to Buyer, failing and this Agreement shall terminate, and the parties shall have no further obligations hereunder, except as to matters which BUYER shall, within expressly survive as set forth in this Agreement. If Xxxxx fails to give Seller written notice of Xxxxx's election by the end of said five (5) business days after expiration of said Cure Periodperiod, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER then Buyer shall be deemed to have accepted elected to accept the title in its existing condition. SELLER shall use diligent efforts Property subject to correct defect(s) within the Cure Period. Reasonable diligence will not include Permitted Title Exceptions without deduction from the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the noticePurchase Price. If SELLER delivers the Title Commitment to BUYER less than five (5) days Seller satisfies all such title defects and encumbrances prior to Closing, BUYER may extend Closing so that BUYER then the transaction contemplated hereby shall have up to five (5) days from date of receipt to examine same be closed in accordance with its terms. If Seller does not satisfy all such title defects and encumbrances that Seller has agreed to satisfy on or before the Closing, then Buyer shall have the right to elect on or before the date of Closing either: (i) not to close the transaction contemplated hereby in which event the Deposit shall be refunded to Buyer, this provisionAgreement shall terminate, and the parties shall have no further obligations hereunder, except as to matters which expressly survive as set forth in this Agreement, or (ii) to close the transaction contemplated hereby without regard to such unsatisfied defects and encumbrances, in which event the transaction contemplated hereby shall be closed in accordance with its terms, without a reduction in Purchase Price.

Examination of Title. The Title Commitment In addition to any encumbrances referred to herein, Buyer shall be issued by a Florida licensed take title insurer agreeing to issue to BUYERthe Property subject to: (1) real estate taxes for the year of closing and thereafter, upon recording (2) assessments not yet due, (3) Leases and Service Contracts currently in place, (4) covenants, conditions, restrictions, rights of way and easements of record, if any, as of the deeddate of this Agreement, and (5) the DERM Restrictive Covenants. With respect to (1) (2) and (3) above, Buyer shall only be financially liable for Buyer’s prorata share, as further set forth in Section 8. Within five (5) days from the Effective Date of this Agreement, Sellers shall provide Buyer with the existing survey (“Survey”) and order a title commitment (“Title Commitment”) for the issuance of an owner’s policy of title insurance in the amount of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine itCompany. Buyer may, and if title is found defectiveat its expense, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), obtain an updated survey (the “Cure New Survey”) of the Property. Seller shall cause an independent municipal lien search company to perform a municipal lien search of the Property and Seller shall have all municipals liens removed from title prior to Closing at Seller’s expense. On or prior to the expiration of the Feasibility Period, as hereinafter defined, Buyer shall notify Seller in writing of any items in the Title Commitment, the Survey, and/or the New Survey, which Buyer finds objectionable (the “Title and Survey Objections”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, . If Buyer does not timely deliver such written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYERSeller, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall then Buyer will be deemed to have accepted approved all items reflected in the Title Commitment, and the Survey or the New Survey. On or prior to Closing, Seller shall be obligated to remove or cause to be removed any monetary liens consented to or caused by Seller prior to or after the Effective Date. All exceptions to title contained in its existing condition. SELLER the Title Commitment other than monetary liens shall use diligent efforts be deemed approved unless written objection is delivered to correct defect(s) within Sellers on or prior to the Cure expiration of the Feasibility Period. Reasonable diligence will not include Upon receipt of the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured Title and notice of that fact being delivered to BUYER or BUYER’s agentSurvey Objections, this transaction Sellers shall then be closed notify Buyer in writing within ten (10) days of their receipt thereof whether or not the delivery Sellers elect to cure the Title and Survey Objections prior to Closing. If, however, Sellers elect not to cure all or any Title and Survey Objections, Buyer may either (1) terminate the Agreement, in which case the Deposit shall be returned to Buyer, or (2) proceed with the purchase of the noticeProperty subject to such exceptions. If SELLER delivers one of the Title Commitment and Survey Objections Seller’s elects not to BUYER less than cure is a monetary lien, with respect to (1) set forth above, Buyer shall also be entitled to Transaction Costs, as hereinafter defined. If Buyer elects to proceed with this transaction under the terms of this Agreement, then within five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of receipt of Sellers’ written notification not to examine same cure, Buyer shall notify Sellers in accordance writing of its election to proceed with this provisionthe transaction and Buyer shall be deemed to have waived the Title and Survey Objections and elected the purchase the Property.

Examination of Title. The Title Commitment Purchaser shall be obtain with respect to each Property a current commitment for title insurance (collectively, the "Commitment"), issued by a Florida licensed title insurer the Title Insurer, agreeing to issue to BUYER, upon recording of the deed, an ALTA-Form B (1992) owner’s policy of 's title insurance policy or equivalent form reasonably acceptable to Purchaser with respect to each Property, in the amount of the Purchase PricePrice allocated to such Property, insuring BUYER’s marketable dated as of the Closing Date, indicating title to the real propertyProperty is vested in Purchaser (or Purchaser's Greens I Entity or Purchaser's Designees, as applicable) subject only to Permitted Exceptions (collectively, the matters contained in Paragraph 16 "Title Policy"). Purchaser shall also obtain, at its sole cost and those to be discharged by SELLER expense, a new survey of each Property, or at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority Purchaser's election, Purchaser may obtain a recertification of the Florida Bar and survey delivered to Purchaser by Sellers (in accordance with laweither case, collectively, the "Survey"). BUYER shall Purchaser will have five until 5:00 P.M. (5Eastern time) days from date of receiving on the Title Commitment Termination Notice Date to examine ittitle to the Property and notify Sellers in writing of any objections to title which may be revealed by Purchaser's examination, including any objections to any of the Permitted Exceptions listed on Exhibit E (called herein the "Notice of Title Objections"). Purchaser will deliver to Sellers, promptly after its receipt by Purchaser, a copy of the Commitment, together with copies of all title exceptions shown or disclosed thereon, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund copy of the Deposit(s) paid Survey. The Notice of Title Objections, if and when delivered by Purchaser to Sellers, shall enumerate with specificity all title exceptions or objections which shall be returned are unacceptable to BUYER, thereby releasing BUYER Purchaser (and SELLER from all further obligations under this Agreement. If BUYER fails such title exceptions and objections which are not so enumerated as unacceptable to so notify SELLER, BUYER Purchaser shall be deemed to have accepted be acceptable, shall supplement the title in its existing condition. SELLER items listed on Exhibit E, and shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement become Permitted Exceptions for all purposes of SELLER to bring an action at law or equity to cure said defect(sthis Agreement). Upon In the defect(s) being cured event that Purchaser fails to give a Notice of Title Objections on or before the Termination Notice Date, then such failure to timely notify Sellers will constitute a waiver of such right to object to any title defects, and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of receipt to examine same Agreement will remain in full force and effect in accordance with this provisionits terms and the purchase and sale contemplated hereby will be closed as herein provided, with Exhibit E, as well as all exceptions shown on Purchaser's Commitment, being deemed acceptable to Purchaser.

Examination of Title. The Title Commitment shall be issued by a Florida licensed title insurer agreeing to issue to BUYER, upon recording of the deed, an owner’s policy of title insurance in the amount of the Purchase Price, insuring BUYER’s marketable title to the real property, subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreement. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within Within ten (10) days of the delivery Buyer’s receipt of the noticelast item of the Evidence of Title, Buyer may give Seller written notice of alleged defect(s) in the marketability of Seller’s actual and record title to the Property and request that Seller make Seller’s title marketable (“Objections”). The Permitted Encumbrances may not serve as a basis for an Objection. Any defects in the marketability of Seller’s title to the Property which Buyer does not object to, in writing, within the time period set forth above, shall be deemed Permitted Encumbrances. Within three (3) days of Seller’s receipt of Buyer’s Objection(s), Seller must notify Buyer, in writing, if Seller will attempt to make Seller’s title to the Property marketable. If SELLER delivers Seller notifies Buyer that Seller will attempt to make Seller’s title to the Title Commitment Property marketable, Seller must use Seller’s reasonable efforts to BUYER less than five (5) days prior do so as promptly as reasonably possible. If Seller notifies Buyer that Seller will attempt to Closingmake Seller’s title to the Property marketable, BUYER may extend Closing so that BUYER Seller shall have up to five thirty (530) days from Seller’s receipt of Buyer’s Objections to do so, the Date of Closing shall be postponed and the new Date of Closing shall be established pursuant to the provisions of this Section 11. If Seller makes Seller’s title marketable within thirty (30) day period, Seller shall promptly notify Buyer, in writing, and the Parties shall close pursuant to the terms of the Agreement. The new “Date of Closing” shall be the date ten (10) days from the date Seller notifies Buyer that Seller’s title is marketable. If Seller notifies Buyer that Seller does not intend to make Seller’s title marketable or if Seller notifies Buyer that Seller intends to make Seller’s title marketable but, not withstanding Seller’s use of Seller’s reasonable efforts, Seller is unable to do so within thirty (30) days from Seller’s receipt to examine same in accordance with this provision.of Buyer’s Objections, Buyer may either:

Examination of Title. The From the date hereof until 5:00 p.m. Eastern time on March 24, 2014 (the “Title Commitment Inspection Period”) Buyer shall be have the opportunity to review the Title Commitment, any amendments thereto issued by a Florida licensed during the Title Inspection Period, the exceptions to title insurer agreeing to issue to BUYER, upon recording of the deed, an owner’s policy of title insurance disclosed in the amount Title Commitment, all Survey Matters and all other aspects of the Purchase Price, insuring BUYERSeller’s marketable title to the real propertyProperty. On or before the expiration of the Title Inspection Period, subject only Buyer shall notify Seller in writing of any bona-fide defect in title to the matters contained Property, or any other matter which is indicated on the Title Commitment or any Survey Matter to which Buyer objects. If Buyer does so notify Seller of a defect in Paragraph 16 and those title or other matter objectionable to be discharged by SELLER at or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of Buyer within the Florida Bar and in accordance with law. BUYER prescribed time, Seller shall have five (5) days from date in which to determine whether to cure the defect or other matter so objected to by Buyer and to notify Buyer of receiving the Title Commitment Seller’s decision in this regard. If Seller does not so notify Buyer within said five (5) day period, then Seller shall be deemed to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice elected not to remove the defect(s)such exceptions. If Seller elects, (the “Cure Period”)or is deemed to have elected, failing which BUYER shallnot to remove such exceptions, Buyer may terminate this Agreement within five (5) days after expiration of said Cure Periodreceipt of Seller’s notice, deliver written notice to SELLER either: (A) extending and the Cure Period; (B) waiving the defect(s); or (C) requesting a refund of the Deposit(s) paid which Deposit shall be returned to BUYERBuyer. If Buyer fails to give to Seller a Title Objection Notice prior to the expiration of the Title Inspection Period or fails to terminate this Agreement as set forth in the preceding sentence, thereby releasing BUYER and SELLER from all further obligations Buyer (i) shall no longer have any right to terminate this Agreement under this Section 3.3 and (subject to the provisions of Sections 3.4 and 3.5) shall be bound to proceed to Closing and consummate the transaction contemplated hereby pursuant to the terms of this Agreement. If BUYER fails to so notify SELLER, BUYER and (ii) shall be deemed to have accepted approved the state of title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Property as it exists on the effective date of the Title Commitment, as last amended during the Title Inspection Period. Reasonable diligence will Notwithstanding the foregoing, Seller shall be responsible for discharging any mortgages or voluntary monetary liens (other than municipal liens not include yet due and payable), including mechanics’ liens for unpaid work at the requirement Property performed on behalf of SELLER to bring an action Seller, (collectively, “Monetary Liens”) at law or equity to cure said defect(s). Upon the defect(s) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten (10) days of the delivery of the notice. If SELLER delivers the Title Commitment to BUYER less than five (5) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five (5) days from date of receipt to examine same in accordance with this provision.

Examination of Title. The Buyer shall have until the applicable Option Closing Date (as defined in Section 9 hereof) within which to examine title to any of the Properties, and Buyer, prior to the end of such period, shall advise Seller of any defects or objections affecting the marketability of title with respect to any Designated Property, as represented by Seller in Section 10 hereof, disclosed by such examination (a "Defect"), other than (a) real property ad valorem taxes and unpaid installments of assessments that are not yet due and payable, (b) recorded utility easements which do not impose any monetary obligation on the owner of the Property and which do not materially interfere with the use of or access to the Property, (c) rights of the patients of the Facility, (d) any state of facts an accurate survey would disclose, provided that such facts do not render title unmarketable, (e) financing statements and liens on personalty filed more than seven (7) years prior to the Option Closing Date and not renewed, or filed against personalty no longer located on the Property, (f) zoning regulations and ordinances that are not violated by the existing structures or present use thereof and that do not render title unmarketable, (g) such other matters as the Title Commitment Company (as defined in the Facilities Purchase Agreement) shall be issued willing, without special premium, to omit as exceptions to coverage or to except with insurance against collection out of or enforcement against the Property, and (h) non-material encumbrances which have arisen after the Effective Date other than by voluntary encumbrance of Seller (herein referred to collectively, as the "Permitted Exceptions") (Defects other than Permitted Exceptions are herein called "Objectionable Defects"). Seller shall then have a Florida licensed title insurer agreeing reasonable time, not less than thirty (30) days from the date of notice of such Objectionable Defect from Buyer, to issue cure such Objectionable Defect and shall in good faith exercise reasonable diligence to BUYER, upon recording cure such Objectionable Defect. If Seller fails or refuses to cure any valid Objectionable Defect prior to the Option Closing Date for any of the deedDesignated Properties or the thirty (30) day cure period, an owner’s policy of title insurance whichever is less, in addition to the amount of other rights and remedies that Buyer may have in law or in equity, Buyer may, at its option: (x) cure any such Objectionable Defect, in which event the Purchase PricePrice for the Designated Property shall be reduced, insuring BUYER’s marketable in addition to any Purchase Option Deposits (if any), by an amount equal to the reasonable costs and expenses incurred by Buyer in connection with Buyer's to cure such Objectionable Defect; (y) accept title to the real property, Designated Property subject only to the matters contained in Paragraph 16 and those to be discharged by SELLER at such Objectionable Defect or before Closing. Marketable title shall be determined according to applicable title standards adopted by authority of the Florida Bar and in accordance with law. BUYER shall have five (5) days from date of receiving the Title Commitment to examine it, and if title is found defective, notify SELLER in writing specifying the defect(s), which renders title unmarketable. SELLER shall have ( ) days from receipt of notice to remove the defect(s), (the “Cure Period”), failing which BUYER shall, within five (5) days after expiration of said Cure Period, deliver written notice to SELLER either: (A) extending the Cure Period; (B) waiving the defect(s)Objectionable Defects; or (Cz) requesting a refund any combination of the Deposit(s) paid which shall be returned to BUYER, thereby releasing BUYER and SELLER from all further obligations under this Agreementabove. If BUYER fails to so notify SELLER, BUYER shall be deemed to have accepted the title in its existing condition. SELLER shall use diligent efforts to correct defect(s) within the Cure Period. Reasonable diligence will not include the requirement of SELLER to bring an action at law or equity Buyer elects to cure said defect(s). Upon such Objectionable Defect pursuant to subsection (x) hereof, Buyer at its option, upon giving notice to Seller, may extend the defect(sOption Closing Date (and if necessary, the Expiration Date) being cured and notice of that fact being delivered to BUYER or BUYER’s agent, this transaction shall then be closed within ten for the Designated Property for ninety (1090) days of the delivery of the noticedays. If SELLER delivers the Title Commitment to BUYER less than five any Defect shall not have been cured within such period, Buyer may exercise its option under either subsection (5x) days prior to Closing, BUYER may extend Closing so that BUYER shall have up to five or (5y) days from date of receipt to examine same in accordance with this provisionhereof.