Common use of Procedure for Approval of Title Clause in Contracts

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies may obtain an updated survey of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New and delivering the Survey. Buyer shall have fifteen (15) business days following until the date that Buyer has received all expiration of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Due Diligence Period to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter that is unacceptable to Buyer affecting the Real Property (each, a “Title Defect”, ,” and collectively, the “Title Defects”)) that is unacceptable to Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected approved to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) business days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to curecure within the Cure Period, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object waive its objections as to all Title Defects that are not Pre-Disapproved Exceptions and/or that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time anytime prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment title commitment or Survey for the Property and such new, updated or supplemental Commitment title commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five three (53) business days after receiving such new, updated or supplemental Commitment title commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Seller has delivered to Buyer shall, no later than five a commitment for the issuance of title insurance (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”) from the Title Company (as hereinafter defined); and if the Title Company has not already done so, together with Seller will cause the Title Company to deliver to Buyer legible copies of all items identified documents referred to therein as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all underlying exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) business days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date of the CommitmentEffective Date. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that If Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer mayalready done so, within five (5) business days after receiving from the Effective Date Seller will deliver an ALTA survey of the Property (the “Survey”) to Buyer and the Title Company at Seller’s sole expense. All matters affecting title to or use of the Property, including those matters of Survey and the Title Commitment as amended or supplemented, shall be subject to Buyer’s approval or disapproval before the expiration of the Contingency Period, as defined below. The Survey will be certified to the Buyer, Buyer’s lender (if any and only if notice of such newlender is delivered to Seller within five business days prior to the Closing Date), updated or supplemental and the Title Company. If Buyer shall disapprove any particular matter affecting title to the Property reflected on either the Title Commitment or Surveythe Survey (each a “Disapproved Exception”), as Buyer shall notify Seller in writing of same (“Buyer’s Notice”) no later than the case may befifth (5th) business day prior to the expiration of the Contingency Period, deliver unless Buyer is disapproving of a title exception first shown on a supplement to the Title Commitment issued after the Contingency Period, in which event Buyer shall have until five (5) days after its receipt of said supplementary report and a legible copy of the subject exception to issue a supplemental Buyer’s Notice. Seller another written notice shall have until two (2) business days following Seller’s receipt of Buyer’s objections Notice to deliver written notice to Buyer that Seller intends to use good faith efforts to remove one or more of the Disapproved Exception(s) to Buyer’s satisfaction at Seller’s expense, with Seller’s failure to timely deliver such written notice to Buyer to constitute Seller’s election and notice to Buyer that Seller does not intend to attempt to remove the Disapproved Exception(s). If said Disapproved Exception(s) are not removed to Buyer’s satisfaction prior to the expiration of the Contingency Period (or with respect to any New Title Defect only and Disapproved Exception(s) that Seller agrees to remove prior to the process described in this Section shall apply thereto. If Closing Date, or with respect to any of the time periods set forth in this Section 3.2 extend beyond Buyer’s Notice issued after the expiration of the Due Diligence Contingency Period, by the first (1st) business day prior to the Closing Date), Buyer shall nevertheless be afforded any rights have the right to cancel the Agreement by providing Seller with written notification of Buyer’s election to terminate same, notwithstanding that the Contingency Period has expired. If Buyer elects to terminate the Agreement in accordance with this provision, then (including termination i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this Agreement transaction and return shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the DepositProperty, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 below, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. Buyer may waive in writing such Disapproved Exception(s) and proceed to close the transaction; and Buyer hereby agrees that any Disapproved Exception that is listed on the terms set forth Title Commitment referred to in the first sentence of this SectionSection 3.2 which Seller elects not to remove shall be deemed waived if Buyer fails to terminate this Agreement prior to the expiration of the Contingency Period unless Seller has agreed to remove same prior to the Closing Date. A Disapproved Exception shall be considered to have been removed or cured by Seller if, among other things, (a) the Title Company is willing to remove said Disapproved Exception from the Title Policy, or at Buyer’s sole discretion, (b) the Title company is willing to issue an endorsement to its Title Policy, at Seller’s expense, insuring Buyer against the adverse effects of said Disapproved Exception. Seller shall satisfy, prior to or as of the Closing, any exception to title which constitutes a lien for money owed and which may be cured by the payment of money, excluding statutory liens for ad valorem taxes that are not due and payable as of the Closing and any liens caused by Buyer or any party under Buyer’s control.

Procedure for Approval of Title. Buyer shall, no later than five Purchaser shall have until thirty (530) days following from the Effective Date (the “Title Delivery Date”), (i) order to obtain a title insurance commitment for Property (the “Commitment”)and, together with legible copies of all items identified as exceptions therein (collectivelyif Purchaser so elects, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”Real Property, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title and the survey to the Real Property Property. Purchaser shall have until the date that is thirty-five (35) from the Effective Date (“Title Review Period”). If the ) to deliver written notice (“Title Documents Defects Notice”) to Seller specifying any objections to title or the Survey reflect title or disclose any defect, exception or other matter survey defects that is unacceptable to Buyer render title unmarketable (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer . Marketable title shall provide Seller be determined according to applicable Title Standards adopted by authority of The Florida Bar and in accordance with written notice of Buyer’s objections no later than the conclusion of law. Any title matters not objected to within the Title Review Period; provided, howeverother than Pre-Disapproved Exceptions, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Surveyaccepted by Purchaser. Seller may, at its sole option, elect, by written notice given shall have until the earlier to Buyer within five occur of (5i) thirty (30) days following the conclusion after receipt of the Title Review Period Defects Notice, or (ii) up to three (3) days prior to the Closing Date (such earlier date being hereinafter referred to as the “Seller’s Notice Seller Title Cure Period”), to cure or removeremove the objections made or deemed to have been made by Purchaser and to obtain any such Estoppels reasonably requested by Purchaser during the Title Review Period. If any Title Defect(s) cannot reasonably be cured and/or removed and/or if Seller reasonably determines that Seller will not be able to obtain any Estoppels within such Seller Title Cure Period, or agree then Seller shall notify Purchaser in writing by the expiration of such Seller Title Cure Period whether Seller elects to cure or remove such Title Defect(s) and remove by obtain such Estoppels before Closing, the Title Defects; provided, however, . Seller shall in all events have the obligation to (i) act in good faith in making such election elections and curing any Title Defects that Seller elects to curecure and obtaining any such Estoppels which Seller elects to obtain, and (ii) specifically remove the Pre-Disapproved Exceptions. Notwithstanding the foregoing, and (iii) except as provided in 2.1.2, Seller shall not be obligated to cure any Title Defects and/or obtain any Estoppels, however, should Seller elect to attempt to cure or remove any Title Defect that attaches and/or obtain any Estoppels, Seller shall, prior to the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver written notice electing to Closing Date (“Cure Period”) accomplish such cure any or all and obtain such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptionsEstoppels. In the event Seller elects (or is deemed to have elected) not to cure or remove any objectionTitle Defect and/or obtain any Estoppels, or in any the event Seller fails to cure or remove any objection Title Defect or obtain any Estoppels which Seller agrees or is required to curecure or obtain within the Cure Period, then Buyer Purchaser shall be entitled, as Buyer’s sole and exclusive remedies, either entitled to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable , (iii) elect to cure or remove any objection which Seller agrees or is required the Title Defect itself, with such reasonable costs associated with such cure to curebe credited against the Purchase Price at Closing, Seller shall provide written notice and only if the Closing occurs, in an amount not to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Depositexceed $25,000.00. If at any time after the Title Review Period and prior to the Closing Date, Buyer Purchaser receives a new, updated or supplemental Title Commitment or Survey for the Property survey and such new, updated or supplemental Title Commitment or Survey survey discloses one or more title exceptions or defects that were not contained in any prior Title Defects that are not Permitted Exceptions Commitment or survey issued during the Title Review Period (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to BuyerPurchaser, Buyer Purchaser may, within five seven (57) business Business days after receiving such new, updated or supplemental Title Commitment or Surveysurvey, as the case may be, deliver to Seller another written notice of BuyerPurchaser’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of thereto (“Extended Title Review Period”), provided that if the time periods set forth in this Section 3.2 Extended Title Review Period has not been finalized by at least two (2) Business Days before the Closing Date, then the Closing may be postponed, at Purchaser’s sole discretion, until a date which shall not extend beyond ten (10) days after the expiration of the Due Diligence Extended Title Review Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Buyer Seller shall, no later than five three (53) business days following the Effective Date (the “Title Delivery Date”), (i) order provide Buyer with a title insurance commitment for the Property (the “Commitment”)) dated no earlier than fifteen (15) days prior to the Effective Date, together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and ). Buyer shall have ten (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (210) days following the later of (a) the Effective Date, Seller shall furnish Buyer with a copy ; and (b) the receipt of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all later of the Title Documents and the Surveys for the Property and the a “Other PropertiesSurvey” (as defined belowin Section 4.1.1) for the Property to review and approve, approve in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Property (“Title Defects”) that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, to the extent that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the any exception or other condition of title is not acceptable or of any specific objections to the state of titletitle to the Property, then Buyer shall be deemed to have objected to all approved the exceptions to title or and other conditions or matters which that are shown on the Survey or described in the Commitment or Title Documents or shown on with respect to the SurveyProperty. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) business days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, remove (or agree commit to cure and or remove on or before the Closing) the objections made or deemed to have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved ExceptionsException, and (iiiii) remove any Title Defect that attaches to the Property subsequent to the effective date conclusion of the CommitmentTitle Review Period (except to the extent that any such Title Defect attaches to the Property as a result of the acts of Buyer or Buyer’s agents). The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In If Seller does not deliver to Buyer written notice during the event Seller’s Notice Period agreeing to cure all objections to title made by Buyer, then Buyer may terminate this Agreement by delivery to Seller elects of written notice of termination within three (3) business days after the expiration of Seller’s Notice Period. The failure of Buyer to deliver written notice to Seller within three (3) business days following the expiration of Seller’s Notice Period shall be deemed an election by Buyer to waive its objections as to any Title Defects that are not Pre-Disapproved Exceptions and/or that Seller has not agreed to release or is deemed cure. Should Seller elect to have elected) not attempt to cure or remove any objection, such cure or in any removal shall be accomplished on or before the Closing Date. In the event Seller fails to cure or remove any objection which Seller agrees or is required to curecure by the Closing Date, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund in its entirety by delivery of written notice of termination to Seller on the Deposit Closing Date or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as to the Property as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cureIf, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time anytime prior to the Closing Date, Buyer receives requests, orders or is provided with a new, updated or supplemental Commitment or Survey for the Property Survey, which shall be certified to Buyer and Buyer’s Lender, and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five three (53) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If thereto provided that, the Closing Date shall not be changed as a result of any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectionsuch New Title Defect.

Procedure for Approval of Title. Seller has delivered to Buyer shall, no later than five a commitment for the issuance of title insurance (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”) from the Title Company (as hereinafter defined); and if the Title Company has not already done so, together with Seller will cause the Title Company to deliver to Buyer legible copies of all items identified documents referred to therein as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all underlying exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) business days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date of the CommitmentEffective Date. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that If Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer mayalready done so, within five (5) business days after receiving from the Effective Date Seller will deliver an ALTA survey of the Property (the “Survey”) to Buyer and the Title Company at Seller’s sole expense. All matters affecting title to or use of the Property, including those matters of Survey and the Title Commitment as amended or supplemented, shall be subject to Buyer’s approval or disapproval before the expiration of the Contingency Period, as defined below. The Survey will be certified to the Buyer, Buyer’s lender (if any and only if notice of such newlender is delivered to Seller within five business days prior to the Closing Date), updated or supplemental and the Title Company. If Buyer shall disapprove any particular matter affecting title to the Property reflected on either the Title Commitment or Surveythe Survey (each a “Disapproved Exception”), as Buyer shall notify Seller in writing of same (“Buyer’s Notice”) no later than the case may befifth (5th) business day prior to the expiration of the Contingency Period, deliver unless Buyer is disapproving of a title exception first shown on a supplement to the Title Commitment issued after the Contingency Period, in which event Buyer shall have until five (5) days after its receipt of said supplementary report and a legible copy of the subject exception to issue a supplemental Buyer’s Notice. Seller another written notice shall have until two (2) business days following Seller’s receipt of Buyer’s objections Notice to deliver written notice to Buyer that Seller intends to use good faith efforts to remove one or more of the Disapproved Exception(s) to Buyer’s satisfaction at Seller’s expense, with Seller’s failure to timely deliver such written notice to Buyer to constitute Seller’s election and notice to Buyer that Seller does not intend to attempt to remove the Disapproved Exception(s). If said Disapproved Exception(s) are not removed to Buyer’s satisfaction prior to the expiration of the Contingency Period (or with respect to any New Title Defect only and Disapproved Exception(s) that Seller agrees to remove prior to the process described in this Section shall apply thereto. If Closing Date, or with respect to any of the time periods set forth in this Section 3.2 extend beyond Buyer’s Notice issued after the expiration of the Due Diligence Contingency Period, by the first (1st) business day prior to the Closing Date), Buyer shall nevertheless be afforded any rights have the right to cancel the Agreement by providing Seller with written notification of Buyer’s election to terminate same, notwithstanding that the Contingency Period has expired. If Buyer elects to terminate the Agreement in accordance with this provision, then (including termination i) Buyer shall return to Seller all original materials supplied by Seller (and not supplied by email or via internet site) on account of this Agreement transaction and return shall also deliver to Seller, without warranty or representation of any kind, copies of all studies and reports obtained by Buyer with regard to the physical characteristics of the DepositProperty, (ii) the parties shall have no further liability to one another except Buyer’s indemnification obligation under Section 4.2 below, and (iii) the Deposit and all interest earned thereon shall be promptly (i.e., no later than two (2) business days from written notice to the Title Company) returned to Buyer. Buyer may waive in writing such Disapproved Exception(s) and proceed to close the transaction; and Buyer hereby agrees that any Disapproved Exception that is listed on the terms set forth Title Commitment referred to in the first sentence of this SectionSection 3.2 which Seller elects not to remove shall be deemed waived if Buyer fails to terminate this Agreement prior to the expiration of the Contingency Period unless Seller has agreed to remove same prior to the Closing Date. A Disapproved Exception shall be considered to have been removed or cured by Seller if, among other things, (a) the Title Company is willing to remove said Disapproved Exception from the Title Policy, or at Buyer’s sole discretion, (b) the Title company is willing to issue an endorsement to its Title Policy, at Seller’s expense, insuring Buyer against the adverse effects of said Disapproved Exception. Seller shall satisfy, prior to or as of the Closing, any exception to title which constitutes a lien for money owed and which may be cured by the payment of money, excluding statutory liens for ad valorem taxes and assessments from the Las Colinas Association that are not due and payable as of the Closing and any liens caused by Buyer or any party under Buyer’s control.

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically 4 remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section. 4.

Procedure for Approval of Title. Buyer Seller shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”)approval date of all other books and records, (i) order but, prior to Buyer's physical inspection, provide to Buyer a current title insurance commitment for Property (the “Commitment”)Real Property, together with including good and legible copies of all related items identified certified as exceptions therein thereto (collectively, the “"Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”"), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen thirty (1530) business days following the date that Buyer has received all receipt of the later Title Documents and the Surveys for the Property and the “Other Properties” 1997 Survey (as defined belowhereinafter defined) to review and approve, in writing, the condition of the title to the Real Property (“"Title Review Period”"). If the Title Documents (or the Survey Survey) reflect or disclose any defect, exception or other matter affecting the Real Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s 's objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on the SurveyDocuments. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Period (“"Seller’s 's Notice Period”"), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s 's Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period ("Cure Period") in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s 's Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the DepositAgreement. If at any time prior Any exceptions to title accepted by Buyer pursuant to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination terms of this Agreement and return of the Deposit) on the terms set forth in this Sectionparagraph shall be deemed "Permitted Exceptions."

Procedure for Approval of Title. Buyer Seller shall, no later than five three (53) business days following the Effective Date (the “Title Delivery Date”), (i) order provide to Buyer a current title insurance commitment and/or preliminary title report for Property (the both “CommitmentSxxxxxxx’x Subdivision No. 2” and “Plantation Plaza”), together with including good and legible copies of all related items identified as exceptions therein (collectively, the “Title Documents”) and ). Buyer shall have thirty (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (230) days following the later of (A) the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any Date or (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”B) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all receipt of the Title Documents and the Surveys for the Property and the “Other Properties” Survey (as defined belowhereinafter defined) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on the SurveyDocuments. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the DepositAgreement. If at any time prior Any exceptions to title accepted by Buyer pursuant to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination terms of this Agreement and return of the Deposit) on the terms set forth in this Sectionparagraph shall be deemed “Permitted Exceptions.”

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Due Diligence Period to review and approve, in writing, the condition of the title to the Real Property Property; provided, however Buyer shall have a minimum of thirty (30) days to review the Title Documents and the Survey after Buyer’s receipt of both the Title Documents and the Survey (the “Title Review Period”). Upon request, Buyer will notify Escrow Holder and Seller when Buyer has received both the Title Documents and the Survey so that the Title Review Period can be determined. If the Due Diligence Period is scheduled to expire prior to the Title Review Period, the Due Diligence Period shall be extended automatically to coincide with the expiration of the Title Review Period, and any reference to the Title Review Period and the Due Diligence Period in this Agreement shall mean the same date. If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide Seller with written notice of Buyer’s objections (“Buyer’s Objections”) no later than the conclusion of the Title Review Due Diligence Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Due Diligence Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected waived all objections to all exceptions to title or other conditions or the matters which are described in the shown on Title Documents or shown on and Survey, except monetary encumbrances affecting the SurveyReal Property. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Due Diligence Period (“Seller’s Notice Period”), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date of the CommitmentEffective Date. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions Buyer’s Objections during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptionsBuyer’s Objections. In Should Seller elect to attempt to cure or remove Buyer’s Objections, Seller shall have fifteen (15) days from the event conclusion of the Due Diligence Period (“Cure Period”) in which to accomplish the cure. If Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, entitled to either to (i) terminate this Agreement and obtain a refund of the Deposit Deposit, or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable herein and if Buyer elects to cure or remove any objection which Seller agrees or is required to cureterminate this Agreement, Seller Buyer shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice its termination to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected Period. Any exceptions to cure title accepted or deemed accepted by Buyer pursuant to the terms of this paragraph shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit“Permitted Exceptions”. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or SurveyReview Period, as extended by the case may benotice and cure periods provided above, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend extends beyond the expiration Close of Escrow, the Due Diligence Period, Buyer Close of Escrow shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectionextended accordingly.

Procedure for Approval of Title. Buyer Seller shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order provide to Buyer a title insurance commitment for the Property (the “Commitment”), together with legible copies access to all of all the recorded items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two five (25) business days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community Real Property in Seller’s possession, if any possession (the “Prior Survey”, and if no New Survey is obtained, the “Survey”), and on or before the expiration of the Due Diligence Period, Buyer may at its option obtain a current as-built survey (a “New Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen forty five (1545) business days following after the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Effective Date to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object waive its objections as to all Title Defects that are (x) not Pre-Disapproved Exceptions and (y) Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for (including the Property initial version of the Survey) and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such initial version, new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Buyer Seller shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish provide to Buyer with a copy current title insurance commitment and/or preliminary title report for the Real Property, including good and legible copies of the most recent survey of the Community in Seller’s possession, if any all related items certified as exceptions thereto (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey"Title Documents"). Buyer shall have fifteen thirty (1530) business days following the date that Buyer has received all receipt of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“"Title Review Period”"). If the Title Documents (or the Survey described in Paragraph 4.1.1) reflect or disclose any defect, exception or other matter affecting the Real Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s 's objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five two (52) days following the conclusion of the Title Review Period (“"Seller’s 's Notice Period”"), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s 's Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have ten (10) days from the conclusion of the Title Review Period ("Cure Period") in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller Buyer shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten five (105) days following the expiration of the Seller’s 's Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the DepositAgreement. If at any time prior Any exceptions to title accepted by Buyer pursuant to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination terms of this Agreement and return of the Deposit) on the terms set forth in this Sectionparagraph shall be deemed "Permitted Exceptions."

Procedure for Approval of Title. Buyer shall, no later than five shall have a period of ten (510) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all Buyer's receipt of the Title Documents and (hereafter defined) (the Surveys for the Property and the “Other Properties” (as defined below"Title Review Period") to review and approve, in writing, approve the condition of the title to the Real Property (“Title Review Period”)Documents. If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then prior to the expiration of the Title Review Period, Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey's objections. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), elect to cure or remove, or agree to cure and remove the objections made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that faith. Should Seller elects elect to cure, (ii) specifically attempt to cure or remove the Pre-Disapproved Exceptionsobjection, and Seller shall have fifteen (iii15) remove any Title Defect that attaches to days from the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver Buyer's written notice electing of objections ("Cure Period") in which to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptionsaccomplish the cure. In the event Seller either elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees the objections or is required unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify Buyer in writing specifying which objections Seller does not intend to or cannot cure, and then Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit by providing written notice of termination to Seller within ten (10) days from the date on which Buyer receives Seller's no-cure notice and returning the Due Diligence Items (hereinafter defined) or (ii) waive any Title Defects that Seller has not elected to cure the objections and close this transaction as otherwise contemplated herein. In If Buyer shall fail to notify Seller in writing within the event Seller determines that it is unable Title Review Period of any objections to cure or remove any objection which Seller agrees or is required the state of title to curethe Property, Seller shall provide written notice to then Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election to have no objections to the state of such title and any exceptions to title or other conditions or matters which have not been objected to by Buyer to object to all Title Defects that Seller has not agreed to release and which are shown on the Survey or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section the Title Report shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectiondeemed "Permitted Exceptions."

Procedure for Approval of Title. (a) Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order acknowledges and agrees that Seller has delivered to Buyer a title insurance commitment for the Real Property of each Community (the each, a “Commitment”)) identified on Schedule 4.2, together with legible copies of all items identified as exceptions therein therein, and as soon as practicable after the date hereof, shall deliver a Commitment (together with legible copies of all items identified as exceptions therein) for the Real Property for any Community not identified on Schedule 4.2 (collectively, the “Title Documents”) ); and (iib) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey surveys of the Community in Seller’s possessionCommunities identified on Schedule 4.2 (each, if any (the a “Prior Survey”). As soon as practicable after the date hereof, Buyer shall obtain a current survey (each, a “New Survey”, and collectively with the Prior Survey, the “SurveySurveys”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following until the date that Buyer has received all which is ten (10) days prior to the expiration of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Due Diligence Period to review and approveapprove or object to, in writing, the condition of the title to the Real Property of each Community as reflected on the Commitment and the Surveys (“Title Review Period”); provided, however, that with respect to any Commitment for Real Property not identified on Schedule 4.2 or any New Survey that is not received by Buyer at least five (5) Business Days prior to the expiration of the Title Review Period, the Title Review Period will be extended solely with respect to such Commitment or New Survey, as applicable, to the date that is five (5) Business Days after Buyer’s receipt of such Commitment or New Survey, as applicable. If the Title Documents or the Survey Surveys reflect or disclose any defect, exception or other matter that is unacceptable to Buyer (each, a “Title DefectMatter”, and collectively, the “Title DefectsMatters”), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, any of the Title Defects; Matters, provided, however, that notwithstanding anything to the contrary set forth herein, Seller shall in all events have the obligation be obligated to remove (ior bond over) act in good faith in making such election and curing any Title Defects that mortgages, deeds of trust, mechanics’ liens, security agreements, delinquent taxes or other similar liens or charges capable of computation as a fixed sum which were created or expressly assumed by a Seller elects to cure(collectively, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date of the Commitment“Monetary Liens”). The failure of a Seller to deliver written notice electing to cure any or all such objected to exceptions during such Seller’s Notice Period shall be deemed an election by such Seller not to cure such exceptions, other than Monetary Liens. In the event such Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event such Seller fails to cure or remove any objection which such Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remediesremedy, either to (i) terminate this Agreement on or before the expiration of the Due Diligence Period and obtain a refund of the Deposit Deposit, or (ii) waive any Title Defects Matters that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to such Seller of its election to terminate this Agreement pursuant to clause (i) of the immediately preceding sentence within ten seven (107) days following after the expiration of the Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object waive its objections as to all Title Defects Matters that such Seller has not agreed to release or curecure (other than Monetary Liens) and to proceed to Closing hereunder. The foregoing provisions of this Section 4.2 shall neither limit nor expand Buyer’s rights under Section 6.2, it being understood and agreed by the parties that if Buyer does not terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights conclusively deemed to have approved the status of title subject only to (including termination i) those Title Matters as to which Buyer has timely objected and as to which such Seller has removed or agreed to remove in accordance with the provisions of this Agreement Section 4.2, and return of the Deposit(ii) on the terms set forth any New Title Matter as to which Buyer has timely objected and as to which such Seller has removed or agreed to remove in this Sectionaccordance with Section 4.3.

Procedure for Approval of Title. Buyer shall, no later than Within five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following after the Effective Date, Seller shall furnish Buyer with deliver to Purchaser a copy prior owner’s title insurance policy or other evidence of the most recent title as a base for issuance of a title insurance commitment to Purchaser. Purchaser shall have until twenty (20) days after such delivery to obtain a title insurance commitment and, if Purchaser so elects, a survey of the Community in Seller’s possession, if any (the “Prior Survey”Real Property, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title and the survey to the Real Property Property. Purchaser shall have until August 15, 2016 (“Title Review Period”). If the ) to deliver written notice (“Title Documents Defects Notice”) to Seller specifying any objections to title or the Survey reflect title or disclose any defect, exception or other matter survey defects that is unacceptable to Buyer make title unmarketable (each, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of . Any title matters not objected to within the Title Review Period; provided, howeverother than Pre-Disapproved Exceptions, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Surveyaccepted by Purchaser. Seller may, at its sole option, elect, by written notice given shall have until the earlier to Buyer within five occur of (5i) thirty (30) days following the conclusion after receipt of the Title Review Period Defects Notice, or (ii) up to three (3) days prior to the Closing Date (such earlier date being hereinafter referred to as the “Seller’s Notice Seller Title Cure Period”), to cure or removeremove the objections made or deemed to have been made by Purchaser and to obtain any such Estoppels reasonably requested by Purchaser during the Title Review Period. If any Title Defect(s) cannot reasonably be cured and/or removed and/or if Seller reasonably determines that Seller will not be able to obtain any Estoppels within such Seller Title Cure Period, or agree then Seller shall notify Purchaser in writing by the expiration of such Seller Title Cure Period whether Seller elects to cure or remove such Title Defect(s) and remove by obtain such Estoppels before Closing, the Title Defects; provided, however, . Seller shall in all events have the obligation to (i) act in good faith in making such election elections and curing any Title Defects that Seller elects to curecure and obtaining any such Estoppels which Seller elects to obtain, and (ii) specifically remove the Pre-Disapproved Exceptions. Except as provided above, and (iii) Seller shall not be obligated to cure any Title Defects and/or obtain any Estoppels, however, should Seller elect to attempt to cure or remove any Title Defect that attaches and/or obtain any Estoppels, Seller shall, prior to the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver written notice electing to Closing Date (“Cure Period”) accomplish such cure any or all and obtain such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptionsEstoppels. In the event Seller elects (or is deemed to have elected) not to cure or remove any objectionTitle Defect and/or obtain any Estoppels, or in any the event Seller fails to cure or remove any objection Title Defect or obtain any Estoppels which Seller agrees or is required to curecure or obtain within the Cure Period, then Buyer Purchaser shall be entitled, as Buyer’s sole and exclusive remedies, either entitled to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time after the Title Review Period and prior to the Closing Date, Buyer Purchaser receives a new, updated or supplemental Title Commitment or Survey for the Property survey and such new, updated or supplemental Title Commitment or Survey survey discloses one or more title exceptions or defects that were not contained in any prior Title Defects that are not Permitted Exceptions Commitment or survey issued during the Title Review Period (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to BuyerPurchaser, Buyer Purchaser may, within five seven (57) business days after receiving such new, updated or supplemental Title Commitment or Surveysurvey, as the case may be, deliver to Seller another written notice of BuyerPurchaser’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of thereto (“Extended Title Review Period”), provided that if the time periods set forth in this Section 3.2 Extended Title Review Period has not been finalized by at least two (2) Business Days before the Closing Date, then the Closing may be postponed, at Purchaser’s sole discretion, until a date which shall not extend beyond ten (10) days after the expiration of the Due Diligence Extended Title Review Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Buyer Seller shall, no later than five ten (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (210) days following the Effective Date, Seller shall furnish provide to Buyer with a copy current preliminary title report for the Real Property, including good and legible copies of the most recent survey of the Community in Seller’s possession, if any all related items certified as exceptions thereto (the “Prior Survey”, and collectively with the Prior SurveySurvey (as hereinafter defined), the “Survey”"Title Documents") For a --------------- period of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen ten (1510) business days following the date that Buyer has received all receipt of the Title Documents and (the Surveys for "Title Review Period"), Buyer shall have the Property and right to ------------------- examine the “Other Properties” (as defined below) same. If after such examination, Buyer determines that the title to review and approve, in writing, the or condition of the title to the Real Property (“Title Review Period”). If as reflected by any of the Title Documents or the Survey reflect or disclose any defect, exception or other matter that is unacceptable to Buyer (eachBuyer, a “Title Defect”, and collectively, the “Title Defects”), then Buyer shall provide notify Seller with written notice in writing of Buyer’s 's objections no later than thereto (the conclusion "Objection Notice"). Buyer shall be conclusively deemed to have ---------------- accepted and approved such title as Seller can deliver pursuant to the preliminary title report if Buyer fails to deliver an Objection Notice before the expiration of the Title Review Period; provided, however, that if . If Buyer shall fail delivers an Objection Notice to notify Seller in writing within before the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion expiration of the Title Review Period (“Seller’s Notice Period”), Seller may, but shall not be obligated to, undertake to cure eliminate or remove, or agree modify such unacceptable matters to cure and remove by Closing, the Title Defectsreasonable satisfaction of Buyer; provided, however, Seller shall in all events have events, at or before the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cureClose of Escrow, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property (other than current taxes), and (iii) remove any the same shall not be Permitted Exceptions. Except as set forth in the preceding sentence, "Permitted Exceptions" hereunder are all matters shown -------------------- in the Title Defect that attaches to the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects Documents that are not Permitted Exceptions (objected to in each casea timely delivered Objection Notice, and all matters that are objected to in a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond timely delivered Objection Notice that are uncured at the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Due Diligence Period to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”)Property. If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections (“Buyer’s Objections”) no later than the conclusion of the Title Review Due Diligence Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following no later than the conclusion of the Title Review Due Diligence Period (“Seller’s Notice Period”), to cure or remove, remove the objections made or agree deemed to have been made by Buyer or to notify Buyer that Seller intends to cure and remove by Closing, the such objections. Seller shall have no obligation to cure any Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches monetary encumbrances affecting fee simple title to the Real Property subsequent (“Must Cure Liens”), whether or not objected to the effective date of the Commitmentby Buyer. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during SellerBuyer’s Notice Objections before expiration of the Due Diligence Period shall be deemed an election by Seller not to cure such exceptionsBuyer’s Objections. In Should Seller elect to attempt to cure or remove Buyer’s Objections, Seller shall have until Close of Escrow in which to accomplish the event cure. If Seller elects elects, by written notice given to Buyer (or is deemed to have elected, by not providing notice) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, entitled to either to (i) terminate this Agreement by notice given prior to the end of the Due Diligence Period and obtain a refund of the Deposit Deposit, less the Independent Consideration, or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to If Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has does not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated on or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond before the expiration of the Due Diligence PeriodPeriod in accordance with this Section 5.3, then Buyer shall nevertheless be afforded any rights have no right to terminate this Agreement as a result of (including termination i) the exceptions to title disclosed in the Title Documents (except for the Must Cure Liens and those matters which Seller has agreed in writing to cure) or those (ii) matters affecting title that are reflected on the Survey. Any exceptions to title disclosed on the Title Documents that are accepted or deemed accepted by Buyer pursuant to the terms of this Agreement paragraph, including any endorsements or supplements to the Title Documents issued prior to Close of Escrow, rights of Tenant under the Lease, and return of the Deposit) those matters affecting title that are reflected on the terms set forth in this SectionSurvey as of Close of Escrow, shall be deemed “Permitted Exceptions”.

Procedure for Approval of Title. Seller has, prior to the date hereof, provided to Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”)Commitments, together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen between the Effective Date and forty-five (1545) business days following after the date that Buyer has received all expiration of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Due Diligence Period to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey Surveys reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer and would result in Buyer not receiving marketable title to such Property (eachfor this purpose, an easement or restrictions – other than a “Title Defect”Disapproved Exception — which does not interfere with the operation of the Property as a skilled nursing facility and assisted living facility, and collectively, the “Title Defects”is consider to be consistent with Buyer’s receipt of marketable title), then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on the SurveyDocuments. Seller mayIf, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of during the Title Review Period Period, Buyer gives written notice to Seller of a Title Defect and the Seller is unable or unwilling to remedy to Buyer’s satisfaction within fifteen (“Seller15) days after receipt of Buyer’s Notice Period”)written notice, Buyer may (i) notify Seller of Buyer’s intent to cure terminate this Contract, in which case the Deposit plus interest shall be refunded to Buyer; provided, that if Seller notifies Buyer, within one (1) Business Day of receipt of such notice from Buyer, that Seller elects to terminate this Contract with respect to the Property which is subject to a Title Defect, then this Contract shall remain in effect as to the other Properties, and that portion of the Deposit plus interest allocable to the Property which is subject to a Title Defect shall be refunded to Buyer; or remove(ii) elect to purchase the affected Property and all other Property, subject to such Title Defect and receive a credit at closing for any liens or agree to cure and remove by Closing, the Title Defectsencumbrances of a definite or ascertainable amount; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Sellerwithin three business days after receipt of Buyer’s Notice Period notification of Seller of a Title Defect shall be deemed an election by Seller not to cure such exceptions. In the event Should Seller elects (or is deemed elect to have elected) not attempt to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to have fifteen (i15) terminate this Agreement and obtain a refund days from the conclusion of the Deposit or Title Review Period (ii“Cure Period”) waive any Title Defects that Seller has not elected in which to cure and close this transaction as otherwise contemplated herein. In accomplish the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time anytime prior to the Closing DateClose of Escrow, Buyer receives a new, updated an update or supplemental Commitment supplement to the Commitments or Survey for the Property Surveys (as defined below) and such new, updated update or supplemental Commitment or Survey supplement discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated update or supplemental Commitment supplement to the Commitments or SurveySurveys, as the case may be, deliver to the Seller another written notice of Buyer’s objections title objection letter with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any Any exceptions to title accepted by Buyer pursuant to the terms of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectiondeemed “Permitted Exceptions.”

Procedure for Approval of Title. Buyer Seller shall, no later than five ten (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (210) days following the Effective Date, Seller shall furnish provide to Buyer with a copy current title insurance commitment for the Real Property, including good and legible copies of the most recent survey of the Community in Seller’s possession, if any all related items certified as exceptions thereto (the “Prior SurveyTitle Documents”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey). Buyer shall have fifteen thirty (1530) business days following receipt of the date that Buyer has received all later of the Title Documents and the Surveys for the Property and the “Other Properties” Survey (as defined belowhereinafter defined) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents (or the Survey described in Paragraph 4.1.1) reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to accepted all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents Documents, with the exception of any matters listed on Schedule C to the Title Commitment, which items shall be objections to title and shall be cured or shown on otherwise addressed to the Surveysatisfaction of the Title Company either prior to or at the Close of Escrow. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the DepositAgreement. If at any time prior Any exceptions to title accepted by Buyer pursuant to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination terms of this Agreement and return of the Deposit) on the terms set forth in this Sectionparagraph shall be deemed “Permitted Exceptions.”

Procedure for Approval of Title. Buyer shall, no later than five (5) days as soon as possible following the Effective Date Date, obtain the Commitment, which shall be dated no earlier than thirty (30) days prior to the “Title Delivery Effective Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen until the earlier of (15i) ten (10) business days following the date that Buyer has received all later of (a) the Effective Date; and (b) the receipt of the later of the Title Documents and the Surveys for the Property and the “Other PropertiesSurvey” (as defined belowin Section 4.1.1) or (ii) February 15, 2008, to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to waived all exceptions objections to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on the SurveyDocuments. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or removeremove the objections made or deemed to have been made by Buyer, or agree it being understood that Seller shall have no obligation hereunder to cure any of the Permitted Exceptions listed in Exhibit J attached hereto and remove incorporated herein by Closing, the Title Defectsreference; provided, however, that as to other matters objected to by Buyer, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period through no act of the Buyer or persons acting on behalf of the Buyer. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have until the Closing Date (“Cure Period”) in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to curecure within the Cure Period, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund Agreement. Any exceptions to title accepted by Buyer pursuant to the terms of the Deposit. this Section shall be deemed “Permitted Exceptions.” If at any time anytime prior to the Closing Date, Buyer receives a new, updated an update or supplemental supplement to the Commitment or Survey for the Property and such new, updated update or supplemental Commitment or Survey supplement discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five three (53) business days after receiving such new, updated update or supplemental supplement to the Commitment or Survey, as the case may be, deliver to the Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Buyer Seller shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”)November 15, (i) order 2007, provide to Buyer a title insurance commitment and/or preliminary title report for the Real Property (the “Commitment”)) and an ALTA survey of the Real Property (the “Survey”) each dated no earlier than thirty (30) days prior to the Effective Date, together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and ). Buyer shall have twenty (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (220) days following the later of (a) the Effective Date, Seller shall furnish Buyer with a copy ; and (b) the receipt of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all later of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Survey to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to accepted all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on the SurveyDocuments, other than any Pre-Disapproved Exceptions. If Buyer timely delivers notice to Seller of Title Defects, Seller may, at its sole option, elect, by written notice given to Buyer within five (5) business days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Section.

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date shall order from Escrow Agent a title commitment (the “"Title Delivery Date”), (iReport") order a title insurance commitment for Property (the “Commitment”)committing to issue to Buyer an Owner's Title Policy, together with legible copies of all items identified as exceptions therein listed in such commitment (collectively, the “"Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”"), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen a period of ten (1510) business days following the date that Buyer has received of Buyer's receipt of all of the Title Documents and an updated survey to the Surveys for existing Survey in Seller's possession, but in no event later than the Property and expiration of the “Other Properties” Inspection Period (as defined belowhereafter defined) (the "Title Review Period") to review and approve, in writing, approve the condition of Title Documents (hereinafter defined) and the title to the Real Property updated Survey (“Title Review Period”hereinafter defined). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then prior to the expiration of the Title Review Period, Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey's objections. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), elect to cure or remove, or agree to cure and remove the objections made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that faith. Should Seller elects elect to cure, (ii) specifically attempt to cure or remove the Pre-Disapproved Exceptionsobjection, and Seller shall have fifteen (iii15) remove any Title Defect that attaches to days from the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver Buyer's written notice electing of objections ("Cure Period") in which to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptionsaccomplish the cure. In the event Seller either elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees the objections or is required unable to accomplish the cure prior to the expiration of the Cure Period, then Seller shall so notify Buyer in writing specifying which objections Seller does not intend to or cannot cure, and then Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit by providing written notice of termination to Seller within ten (10) days from the date on which Buyer receives Seller's no-cure notice and returning the Due Diligence Items (hereinafter defined), or (ii) waive any Title Defects that Seller has not elected to cure the objections and close this transaction as otherwise contemplated herein. In If Buyer shall fail to notify Seller in writing within the event Seller determines that it is unable Title Review Period of any objections to cure or remove any objection which Seller agrees or is required the state of title to curethe Property, Seller shall provide written notice to then Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election to have no objections to the state of such title and any exceptions to title or other conditions or matters which have not been objected to by Buyer to object to all Title Defects that Seller has not agreed to release and which are shown on the Survey or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section the Title Report shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectiondeemed "Permitted Exceptions."

Procedure for Approval of Title. Buyer shall, no later than five During the Inspection Period (5hereafter defined) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of review the Title Documents (hereinafter defined) and the Surveys for the Property and the “Other Properties” Survey (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”hereinafter defined). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then at least ten (10) business days prior to the expiration of the Inspection Period, Buyer shall provide Seller with written notice of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey's objections. Seller may, at its sole option, electelect to cure or remove the objections made by Buyer. Should Seller elect to attempt to cure or remove the objections, by it shall be a condition precedent to Buyer's obligation to acquire the Property that Seller cures or removes such title objections prior to the Close of Escrow. Unless Seller provides written notice given to Buyer within at least five (5) business days following before the conclusion expiration of the Title Review Inspection Period (“Seller’s Notice Period”), that Seller intends to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, howeverBuyer's title objections, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches to the Property subsequent to the effective date of the Commitment. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptions. In the event Seller elects (or is deemed to have elected) elected not to cure or remove any objectionBuyer's title objections, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then and Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit by providing written notice of termination to Seller before the end of the Inspection Period and returning the Due Diligence Items (hereinafter defined) or (ii) waive any Title Defects that Seller has not elected to cure the objections and close this transaction as otherwise contemplated herein. In If Buyer shall fail to terminate this Agreement during the event Inspection Period, all matters shown on the Survey or described in the Title Report, except for monetary liens for indebtedness of the Seller determines that it is unable and any matters the Seller has agreed to cure or remove any objection which Seller agrees or is required to curein writing, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not "Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this SectionExceptions."

Procedure for Approval of Title. Buyer Seller shall, no later than five ten (510) days following the Effective Date (the “Title Delivery Date”), (i) order provide to Buyer a current title insurance commitment for Property (the “Commitment”)"TITLE COMMITMENT") for the Real Property, together with including legible copies of all items identified as exceptions therein (collectively, the “"Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”"), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have until fifteen (15) business days following prior to the date that Buyer has received all expiration of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Inspection Period to review and approve, in writing, the condition of the title to the Real Property (“Title Review Period”"TITLE REVIEW PERIOD"). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s 's objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected waived objection to all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on except those matters contained in Schedule C of the SurveyTitle Commitment. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Period (“Seller’s Notice Period”"SELLER'S NOTICE PERIOD"), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property if such exceptions may be removed by payment of a liquidated sum and such sum does not in the aggregate exceed the Purchase Price, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period if such Title Defect may be removed by payment of a liquidated sum and such sum does not in the aggregate exceed the Purchase Price. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s 's Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period ("CURE PERIOD") in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s 's Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object close this Agreement. Any exceptions to all Title Defects that Seller has not agreed to release title accepted or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior waived by Buyer pursuant to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination terms of this Agreement and return of the Deposit) on the terms set forth in this Sectionparagraph shall be deemed "Permitted Exceptions."

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen (15) business days following the date that Buyer has received all of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Due Diligence Period to review and approve, in writing, the condition of the title to the Real Property Property; provided, however Buyer shall have a minimum of thirty (30) days to review the Title Documents and the Survey after Buyer’s receipt of both the Title Documents and the Survey (the “Title Review Period”). Upon request, Buyer will notify Escrow Holder and Seller when Buyer has received both the Title Documents and the Survey so that the Title Review Period can be determined. If the Due Diligence Period is scheduled to expire prior to the Title Review Period, the Due Diligence Period shall be extended automatically to coincide with the expiration of the Title Review Period, and any reference to the Title Review Period and the Due Diligence Period in this Agreement shall mean the same date. If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property (“Title Defects”) that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s objections (“Buyer’s Objections”) no later than the conclusion of the Title Review Due Diligence Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Due Diligence Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on the Surveyexcept as provided below. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Due Diligence Period (“Seller’s Notice Period”), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentDue Diligence Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions Buyer’s Objections during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptionsBuyer’s Objections. In Should Seller elect to attempt to cure or remove Buyer’s Objections, Seller shall have fifteen (15) days from the event conclusion of the Due Diligence Period (“Cure Period”) in which to accomplish the cure. If Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, entitled to either to (i) terminate this Agreement (in which case Seller shall be entitled to retain the Initial Deposit and obtain a refund of the Second Deposit if it has been made); or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object terminate this Agreement. Any exceptions to all title accepted by Buyer pursuant to the terms of this paragraph shall be deemed “Permitted Exceptions”. If the Title Defects Review Period, as extended by the notice and cure periods provided above, extends beyond the Close of Escrow, the Close of Escrow shall be extended accordingly. Notwithstanding the foregoing, the parties agree that Seller has not agreed to release shall satisfy all monetary liens, including mechanics’ liens, at or curebefore the Close of Escrow, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and no such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not liens shall constitute Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this SectionExceptions.

Procedure for Approval of Title. Buyer Seller shall, no later than five ten (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (210) days following the Effective Date, Seller shall furnish provide to Buyer with a copy current title insurance commitment and/or preliminary title report for the Real Property, including good and legible copies of the most recent survey of the Community in Seller’s possession, if any all related items certified as exceptions thereto (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey"Title Documents"). Buyer shall have fifteen thirty (1530) business days following the date that Buyer has received all receipt of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“"Title Review Period”"). If the Title Documents (or the Survey described in Paragraph 4. 1. 1) reflect or disclose any defect, exception or other matter affecting the Real Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s 's objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are shown on the Survey or described in the Title Documents or shown on the SurveyDocuments. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the conclusion of the Title Review Period (“"Seller’s 's Notice Period”"), to cure or remove, remove the objections made or agree deemed to cure and remove have been made by Closing, the Title DefectsBuyer; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove any monetary encumbrances affecting the Pre-Disapproved ExceptionsReal Property, and (iii) remove any Title Defect that attaches to the Real Property subsequent to the effective date conclusion of the CommitmentTitle Review Period. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s 's Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period ("Cure Period") in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close dose this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s 's Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the DepositAgreement. If at any time prior Any exceptions to title accepted by Buyer pursuant to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination terms of this Agreement and return of the Deposit) on the terms set forth in this Sectionparagraph shall be deemed "Permitted Exceptions."

Procedure for Approval of Title. Buyer Seller shall, no later than five ten (510) business days following the Effective Date (the “Title Delivery Date”), (i) order provide to Buyer a current title insurance commitment and/or preliminary title report for Property (the “Commitment”)Real Property, together with including legible copies of all items identified as exceptions therein (collectively, the “"Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”"), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) days following the Effective Date, Seller shall furnish Buyer with a copy of the most recent survey of the Community in Seller’s possession, if any (the “Prior Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey. Buyer shall have fifteen ten (1510) business days following the date that Buyer has received all later of (a) the Effective Date; and (b) the receipt of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) to review and approve, in writing, the condition of the title to the Real Property (“"Title Review Period”"). If the Title Documents or the Survey reflect or disclose any defect, exception or other matter affecting the Real Property ("Title Defects") that is unacceptable to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)Buyer, then Buyer shall provide Seller with written notice of Buyer’s 's objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of titletitle to the Real Property, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the SurveyDocuments. Seller may, at its sole option, elect, by written notice given to Buyer within five three (53) days following the later of (a) Seller's receipt of Buyer's objections to the Title Documents and (b) the conclusion of the Title Review Period (“"Seller’s 's Notice Period”"), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, however, Seller shall in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any Title Defect that attaches objections made or deemed to the Property subsequent to the effective date of the Commitmenthave been made by Buyer. The failure of Seller to deliver written notice electing to cure any or all such objected to exceptions during the Seller’s 's Notice Period shall be deemed an election by Seller not to cure such exceptions. Should Seller elect to attempt to cure or remove any objection, Seller shall have fifteen (15) days from the conclusion of the Title Review Period or such longer period of time, not to exceed sixty (60) days, as may be necessary to so cure, provided Seller commences to cure within the fifteen (15) day period and diligently prosecutes such cure to completion (such period being referred to herein as the "Cure Period") in which to accomplish the cure. In the event Seller elects (or is deemed to have elected) not to cure or remove any objection, or in any event Seller fails to cure or remove any objection which Seller agrees or is required to cure, then Buyer shall be entitled, as Buyer’s 's sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects objections that Seller has not elected to cure and close this transaction as otherwise contemplated herein. In the event Seller determines that it is unable to cure or remove any objection which Seller agrees or is required to cure, Seller shall provide written notice to Buyer within two (2) business days of Seller’s determination that it is unable to cure or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of the Seller’s 's Notice Period waiving any Title Defects objections Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the DepositAgreement. If at any time prior Any exceptions to title accepted by Buyer pursuant to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or Survey, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination terms of this Agreement and return of the Deposit) on the terms set forth in this Sectionparagraph shall be deemed "Permitted Exceptions."

Procedure for Approval of Title. Buyer shall, no later than five (5) days following the Effective Date (the “Title Delivery Date”), (i) order a title insurance commitment for Property (the “Commitment”), together with legible copies of all items identified as exceptions therein (collectively, the “Title Documents”) and (ii) initiate the process to obtain a current as-built survey for the Property (the “New Survey”), it being understood that the surveyor may not be able to commence preparation of the New Survey until it has obtained the Title Documents. Within two (2) business days following the Effective Date, Seller shall furnish Buyer order from the Title Company a preliminary title report, together with copies of all underlying documents referenced therein (collectively, the “Preliminary Title Report”), and shall order from Survey Consultants, Inc., 000 X. Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxx 00000 a copy of the most recent new survey of the Community in Seller’s possession, if any Real Property prepared by a Texas Registered Professional Land Surveyor (the “Prior New Survey”, and collectively with the Prior Survey, the “Survey”) of any or all of the Land and the Improvements by a registered land surveyor. Buyer shall pay all costs and expenses incurred in obtaining a New Survey). Buyer shall have fifteen until five (155) business days following prior to the date that Buyer has received all expiration of the Title Documents and the Surveys for the Property and the “Other Properties” (as defined below) Due Diligence Period to review and approvenotify Seller, in writing, of any objections to title or the condition of the title to the Real Property New Survey (“Title Review PeriodObjections”)) as Buyer may have. If Any title matter to which Buyer does not so object by such time shall be deemed a Permitted Exception. In the event Buyer shall so notify Seller of any Title Objections, Seller shall have the right, but not the obligation, to cure such Title Objections, other than mortgages or liens voluntarily created by Seller that can be satisfied by payment of a liquidated amount, which Seller agrees that it shall either pay, discharge or, if it is contesting such lien, make arrangement with the Title Documents or Company to insure over such matters (at normal rates) without such objection as an exception in Buyer’s Title Policy. In the Survey reflect or disclose event there are any defect, exception or other matter Title Objections that Seller is unacceptable not obligated to Buyer (each, a “Title Defect”, and collectively, the “Title Defects”)cure, then Buyer shall provide Seller with written notice within three (3) days after receipt of Buyer’s objections no later than the conclusion of the Title Review Period; provided, however, that if Buyer shall fail to notify Seller in writing within the Title Review Period either that the condition of title is acceptable or of any specific objections to the state of title, then Buyer shall be deemed to have objected to all exceptions to title or other conditions or matters which are described in the Title Documents or shown on the Survey. Seller may, at its sole option, elect, by written notice given to Buyer within five (5) days following the conclusion of the Title Review Period (“Seller’s Notice Period”), to cure or remove, or agree to cure and remove by Closing, the Title Defects; provided, howeverthereof, Seller shall notify Buyer in all events have the obligation to (i) act in good faith in making such election and curing any Title Defects that writing whether Seller elects to cure, (ii) specifically remove the Pre-Disapproved Exceptions, and (iii) remove any attempt to cure such Title Defect that attaches to the Property subsequent to the effective date of the CommitmentObjections. The failure Failure of Seller to deliver written give such notice electing to cure any or all such objected to exceptions during Seller’s Notice Period shall be deemed an election by Seller not to cure such exceptionsTitle Objections. In the event If Seller elects (or is deemed to have elected) not to cure or remove any objection, or Title Objections specified in any event Buyer’s notice that Seller fails to cure or remove any objection which Seller agrees or is not required to cure, then Buyer shall be entitled, as Buyer’s sole and exclusive remedies, either to (i) terminate this Agreement and obtain a refund of the Deposit or (ii) waive any Title Defects that if Seller has not elected to cure and close this transaction as otherwise contemplated herein. In a Title Objection specified in Buyer’s notice but Seller is unable to effect a cure prior to the event Closing, Buyer shall have the following options to be given by written notice (A) in the case of Seller’s initial notice or deemed election not to cure, within three (3) business days after Seller’s initial notice or deemed election not to cure (i.e., the initial response to Buyer’s notice of Title Objections), or (B) in the case that Seller determines is unable to cure any Title Objection that it originally elected to cure within three (3) business days after Seller’s notice that it is unable to cure or remove such Title Objections that it originally elected to attempt to cure: (I) to notify Seller in writing that Buyer will accept a conveyance of the Property subject to the Permitted Exceptions, specifically including any objection matter objected to by Buyer which Seller agrees is unwilling or unable to cure (which such matter(s) shall thereafter be deemed to be Permitted Exceptions), without reduction of the Purchase Price, or (II) to terminate this Agreement by sending written notice thereof to Seller and Title Company, and upon delivery of such notice of termination, this Agreement shall terminate, the Deposit (other than the Independent Contract Consideration) shall be returned to Buyer, and thereafter neither party hereto shall have any further rights, obligations or liabilities hereunder except for such obligations under this Agreement as are expressly provided herein to survive the termination of this Agreement. In the event that Buyer fails to notify Seller as to whether it is required making an election under clause (I) or clause (II) above, Buyer shall be deemed to curehave elected to terminate this Agreement pursuant to clause (II) above. Buyer may, prior to Closing, notify Seller in writing of any objections to title or the New Survey with respect to new title matters not previously disclosed of which Buyer first becomes aware after its initial review of and response to title matters (“Subsequent Title Matters”). With respect to any Subsequent Title Matters, Seller shall provide written notice to Buyer within two have the same options (2and time periods) business days of Seller’s determination that it is unable to cure and Buyer shall have the same options (and time periods) to accept title subject to such matters or remove such objection. The failure of Buyer to provide written notice to Seller within ten (10) days following the expiration of Seller’s Notice Period waiving any Title Defects Seller has not elected to cure shall be deemed an election by Buyer to object to all Title Defects that Seller has not agreed to release or cure, terminate this Agreement and obtain a refund of the Deposit. If at any time prior to the Closing Date, Buyer receives a new, updated or supplemental Commitment or Survey for the Property and such new, updated or supplemental Commitment or Survey discloses one or more Title Defects that are not Permitted Exceptions (in each case, a “New Title Defect”) and any New Title Defect is unacceptable to Buyer, Buyer may, within five (5) business days after receiving such new, updated or supplemental Commitment or SurveyAgreement, as the case may be, deliver to Seller another written notice of Buyer’s objections with respect to any New Title Defect only and the process described in this Section shall apply thereto. If any of the time periods set forth in this Section 3.2 extend beyond the expiration of the Due Diligence Period, Buyer shall nevertheless be afforded any rights (including termination of this Agreement and return of the Deposit) on the terms set forth in this Sectionabove.