Common use of Title and Survey Clause in Contracts

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. (a) The Seller shall order and cause to be delivered to each of the Buyer and the Seller a commitment for the Title Policy from the Title Company, together with all underlying title exception documents. The Buyer shall, at its expense, order and cause to be delivered to each of the Buyer and the Seller's , an ALTA survey of the Property. After receipt of the survey and the title commitment, the Buyer shall notify the Seller of any defects in title or survey shown by such commitment and/or ALTA survey that the Buyer is unwilling to accept. Within 5 days after such notification, the Seller shall notify the Buyer whether the Seller is willing to cure such defects; the Seller’s failure to so notify the Buyer shall be deemed to be the Seller’s refusal to cure all such defects (except for any defects consisting of those items in the last sentence of this SECTION 3.2 below expressly required to be cured by the Seller). The Seller may cure any defect by causing the Title Company, at the Seller’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed omit such defect as an exception thereon other than Seller's debt instruments (to the "Title Commitment") on Policy or to “insure over” such defect to the Real Property issued Buyer’s reasonable satisfaction. If the Seller is willing to cure such defects, the Seller shall act promptly, diligently and use commercially reasonable efforts to cure such defects at its expense. Subject to those items below expressly required to be cured by the Title Company. Seller, if the Seller is unwilling or unable to cure any other such defects by Closing (or fails to notify Buyer and therefore has delivered elected not to Purchaser cure such defects), then the Buyer shall elect, within 5 days after written notice thereof from the Seller to the Buyer (or within 5 days after the Seller’s time for giving notice has expired without any notice from the Seller), by giving the Seller written notice that the Buyer either (i) waives such defects and shall proceed to Closing without any abatement in the Purchase Price with respect thereto, or (ii) terminates this Agreement and shall be entitled to receive a copy full and immediate refund of the Existing Survey which Purchaser ▇▇▇▇▇▇▇ Money and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall reimburse Seller for as provided in Section 4 hereof. During terminate and the Due Diligence Period, Buyer and the Seller shall obtain from have no further rights, liabilities or obligations hereunder (except as expressly survive the Title Company at Seller's sole cost and expense a survey endorsement and, if and to termination of this Agreement). In the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to event that the Existing Survey (the "Updated Survey") by notifying Seller of Buyer does not make such election in writing prior to November 6within the applicable time frame, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer shall be deemed to have accepted elected to waive any such defects pursuant to clause (i) above. Subject to those items below expressly required to be cured by the Seller, all exceptions title matters not objected to by the Title Commitment shown on Schedule BBuyer during the Study Period (or objected to but which the Seller declines, Section IIor is deemed to decline, except for exceptions 1, 2, 3 and 4, and to cure as provided above without the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters Buyer thereafter electing to terminate this Agreement) shall be included in deemed “Permitted Title Exceptions.” Notwithstanding the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Surveyforegoing, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make if any such objections to defects of title consist of mortgages or deeds of trust, any other monetary liens and/or tax liens (other than liens for taxes not yet due and payable), the Updated Survey on or before such date, Purchaser Buyer shall be deemed to have accepted notified the form Seller that the Buyer is unwilling to accept such defects and substance the Seller covenants and agrees that at or prior to Closing the Seller shall cure by payment, bonding, or escrow deposit acceptable to the Title Company (and the Escrow Agent is authorized to pay and discharge at Closing from the Seller’s proceeds, if not so cured) and cause to be cancelled and discharged such monetary title defects. (b) The Seller shall promptly bring to the Buyer’s attention any defect in title which the Seller becomes aware of and which were created by, under or through the Updated Survey Seller to the extent not included in the initial title commitment received by the Buyer pursuant to SECTION 3.2(a) (each, an “Intervening Lien”). To the extent that there exist any Intervening Liens, other than the Permitted Title Exceptions, the Seller may, at its sole option, undertake, at its expense, all necessary actions to remove and cure any and all matters shown thereonsuch Intervening Liens prior to Closing; all provided, however, that in the event that the Seller elects not to remove and cure any Intervening Liens, other than the Permitted Title Exceptions, and such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) exist at Closing, the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event Agreement whereupon the ▇▇▇▇▇▇▇ Money shall be returned immediately to Purchaser the Buyer, and, upon return of the ▇▇▇▇▇▇▇ Money, this Agreement shall terminate and neither party the Buyer and the Seller shall have no further rights, liabilities or obligations hereunder (except as expressly survive the termination of this Agreement); provided, further, the Seller shall have the unconditional commitment to remove any further obligations Intervening Lien, other than the Permitted Title Exceptions, created directly by the affirmative actions of the Seller, or to the other party except for extent created at the Surviving Obligations. Notwithstanding anything Seller’s express direction by its agents and/or representatives (including the Manager), and the failure to the contrary contained in so remove shall be a material breach of this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallPurchaser has ordered, at its expense (and upon receipt, Purchaser shall promptly deliver copies to Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review ): (i) a commitment for a standard owner1992 form ALTA Owner's policy of title insurance along policy with a copy of each instrument listed as an exception thereon other than Seller's debt instruments respect to the Property from Commonwealth Land Title Insurance Company (the "Title CommitmentInsurer") on in the Real Property issued by amount of the Title CompanyPurchase Price, and (ii) copies of all documents relating to title exceptions referred to therein. Seller has delivered to already ordered, and Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shallhas received, at Purchaser's sole cost and expense, obtain and deliver a plat of survey of the Property made in accordance with Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys (1992) pursuant to Purchaser for Purchaser's review the Updated accuracy standards of an Urban Survey. On or before January 30, 1998, Purchaser shall agrees to notify Seller of any objection Purchaser may have until to any exceptions reported in the later commitment or any matter shown on the plat of November 6, 1997 and survey (the date which is fifteen days after receipt "Unacceptable Exceptions"). Seller will be responsible for satisfaction of the Title Commitment Insurer's Schedule B-1 seller requirements. All other exceptions and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall survey matters will be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If Purchaser fails to give such notice to Seller, the objections are not cured by survey and all of the exceptions in the title commitment will be deemed acceptable to Purchaser. Seller no later than five will have ten (510) days before after receipt of Purchaser's notice within which to notify Purchaser whether Seller elects to either (a) eliminate or induce the scheduled Closing DateTitle Insurer to insure over (subject to Purchaser's consent, then Purchaser may as its only option, elect not to either: (ibe unreasonably withheld) waive such objection and consummate the transaction contemplated by this Agreement; Unacceptable Exceptions or (iib) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. If Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at eliminate or prior induce to the Closing Date.Title Insurer to insure over (with Purchaser's consent) the

Title and Survey. Prior to Closing, the Seller shallshall have, at Seller's sole cost and its expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment"i) on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and deliver to the extent available, contiguity, fairway Buyer a preliminary title report covering the Real Property (the “Title Commitment”) and PUD endorsements. Purchaser may elect a copy of each document referenced in the Title Commitment as an exception to receive an update title to the Existing Survey Real Property and (the "Updated Survey"ii) by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Buyer an existing ALTA survey of the Real Property made after the date of this Agreement (the “Survey”). Purchaser The Buyer shall have until the later of November 6, 1997 and five (5) Business Days after the date which is fifteen days after of receipt of the Title Commitment and Existing Survey or the Survey, whichever is later (such date being referred the “Title Exam Deadline”) to as review the "Title Review Date") for examination of Title Commitment and Existing the Survey and to notify Seller, in writing, of such objections as the making of any objections thereto, said objections Buyer may have to be made anything affecting the Real Property contained in writing and delivered to Seller on or before the end of the Title Review DateCommitment or the Survey. If Purchaser shall fail to make any objections on or before Any item contained in the Title Review Date, Purchaser Commitment or any matter shown on the Survey to which the Buyer does not object prior to the Title Exam Deadline shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "a Permitted Exceptions" as used hereinEncumbrance. In the event Purchaser elects to receive the Updated Survey, then Purchaser Buyer shall have until notify the Title Review Date for examination of the Updated Survey and the making Seller of objections to title or to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing the Survey or prior to the Title Exam Deadline, the Seller shall use its best efforts to cure such objections and take all steps to eliminate such objections as exceptions to title are made within the Buyer’s Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPolicy. Notwithstanding anything in this Agreement to the contrary contained in this Agreementcontrary, all Liens that relate to Retained Liabilities shall not be Permitted Encumbrances, Buyer objects to all such Liens, and the Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, pay and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy discharge all of the requirements set forth in Schedule B - Section 1 of the Commitment such Liens at or prior to Closing. Nothing herein waives the Closing DateBuyer’s right to claim a breach of Section 3.16 or to claim a right to indemnification as provided in Article VII if the Buyer suffers Damages as a result of a misrepresentation with respect to the title of the Real Property.

Title and Survey. Seller shallPromptly upon execution of this Agreement, Purchaser may order at Seller's sole cost and its expense, obtain and deliver from the Title Company a preliminary title commitment with respect to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Property (the "“Title Commitment") on the Real Property issued by ”). Purchaser shall direct the Title Company. Seller has delivered Company to Purchaser send a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofTitle Commitment to Seller. During the Due Diligence PeriodPromptly upon execution of this Agreement, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to arrange, also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the "Updated “Survey") by notifying ”). Purchaser likewise shall make copies of any such Survey available to Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyClosing. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Inspection Period to give written notice (the “First Title Review Date. If Notice”) to Seller of such objections as Purchaser shall fail may have to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included title disclosed in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing in any Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title are made within first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Review Period, Commitment or (ii) the Updated Survey are made before the date specified above, then initial Survey. Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections), to attempt to remove, satisfy or otherwise cure (by removal, endorsement or otherwise) such objections on or before any exceptions to title to which the Closing Date in a manner reasonably acceptable to PurchaserPurchaser so objects. If the objections are not cured by Seller no later than Within five (5) days before Business Days after receipt of Purchaser’s First Title Notice, Seller shall give written notice to Purchaser informing the scheduled Purchaser of Seller’s election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing Dateof up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, then but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; or Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, in which event or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser). Notwithstanding the above, if such exceptions mentioned in clause (ii) above were entered into by Seller after the Effective Date hereof and Purchaser and neither party elects to proceed to Closing, Seller shall have any further obligations the affirmative obligation to the other party except for the Surviving Obligationscure such exceptions before Closing and Purchaser shall not take subject to them. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Seller shallSubject to the provisions of Section 2.5 of this Agreement, Contributor covenants to convey to GIPLP (or its assignee), good, insurable and marketable fee simple title in and to the Property. For purposes of this Agreement, “good, insurable and marketable fee simple title” shall mean fee simple ownership which is (i) is free and clear of all claims, liens and encumbrances (including any and all state tax liens and/or withholding requirements) of any kind or nature whatsoever other than the Permitted Exceptions, and (ii) insurable by the Title Company at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a then current standard rates under the 2006 standard form of ALTA owner's ’s policy of title insurance along insurance, with a copy of each instrument listed as an the standard or printed exceptions therein deleted and without exception thereon other than Seller's debt instruments the Permitted Exceptions. Within ten (10) days after the "Effective Date, GIPLP shall obtain an ALTA Form 2006 Commitment (“Title Commitment"”) on the Real Property for an owner’s title insurance policy (“Title Policy”) issued by the Title Company. Seller has delivered to Purchaser a copy Company in an amount no less than the cash value of the Existing Survey Contribution Consideration. (a) If GIPLP determines that title to the Land is unsatisfactory to GIPLP, then GIPLP shall notify Contributor of those liens, encumbrances, exceptions or qualifications to title which Purchaser are unsatisfactory to GIPLP, and any such liens, encumbrances, exceptions or qualifications shall reimburse Seller for be hereinafter referred to as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from “Title Defects.” GIPLP’s failure to deliver notification to Contributor of the Title Company at Seller's sole cost and expense a survey endorsement and, if and Defects prior to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey date that is ten (the "Updated Survey"10) by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after its receipt of both the Title Commitment and Existing Survey (such date being referred to as Survey, but in no event, regardless of when the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections theretoare received by GIPLP, said objections to be made in writing and delivered to Seller on or before after the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review DateInspection Period, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance constitute acceptance of the Existing Survey and all matters shown thereon; all such exceptions of title and matters survey. Contributor shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made notify GIPLP in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before after Contributor’s receipt of GIPLP’s notice setting forth the scheduled Closing Date, then Purchaser may as its only option, elect existence of any Title Defects and indicate to either: GIPLP that Contributor either (i) waive such objection and consummate intends to cure the transaction contemplated by this Agreement; Title Defects within the applicable cure period, or (ii) intends not to cure some or all of such exceptions, identifying which of the Title Defects Contributor intends to cure and/or not cure (Contributor) being under no obligation to cure Title Defects other than the Monetary Objections). If Contributor does not respond to GIPLP within such five (5) day period, it shall be deemed to have given GIPLP notice that it does not intend to cure any Title Defects. (b) If Contributor notifies GIPLP that it does not intend to cure some or all of the Title Defects or if Contributor is deemed to have notified GIPLP that it does not intend to cure any of the Title Defects then, in either case, GIPLP may elect to terminate this AgreementAgreement within five (5) days after the receipt of Contributor’s notice, or if Contributor does not give any such notice, within five (5) days after the five (5) day period for Contributor to give GIPLP notice or, alternatively, GIPLP may elect to close its purchase of the Property without any reduction in the Contribution Consideration, accepting the conveyance subject to the Title Defects, in which event the Closing shall take place on the date specified in this Agreement. (c) Contributor shall have twenty (20) days, or such longer period as GIPLP may grant in its reasonable discretion, following receipt of written notice of the existence of Title Defects in which to undertake a good faith, diligent and continuous commercially reasonable effort and, in fact, cure or eliminate the Title Defects which Contributor has elected to cure to the reasonable satisfaction of GIPLP and the Title Company in such manner as to permit the Title Company to either endorse the Title Commitment or issue a replacement commitment to delete the Title Defects therefrom. Contributor’s failure to cure any such Title Defect shall not constitute a default by Contributor as long as Contributor undertakes a good faith, diligent and continuous commercially reasonable effort to cure or eliminate same. (d) Within five (5) days prior to the Closing Date, GIPLP may obtain and deliver to Contributor an update to the Title Commitment (the “Updated Title Commitment”). Any matters disclosed in the Updated Title Commitment which were not exceptions in the Title Commitment and were not of record on the Effective Date shall automatically be deemed Title Defects which Contributor shall be obligated to cure unless such matters were placed of record with GIPLP’s joinder and consent. The cure of any such new Title Defects shall be effected within such time periods as were provided in connection with curing Title Defects under the initial Title Commitment. If Contributor shall in fact cure or eliminate the new Title Defects, the Closing shall take place on the date specified in this Agreement. If Contributor does not cure or eliminate the new Title Defects, GIPLP may elect to terminate this Agreement or proceed to Closing as provided in Section 3.4(e) below. (e) If Contributor is unable to cure or eliminate any Title Defects (including any new Title Defects revealed by the updated Title Commitment to be provided to GIPLP as set forth in Section 3.4(c) above) within the time allowed, GIPLP may elect to terminate this Agreement within five (5) Business Days following the expiration of the curative period by giving written notice of termination to Contributor, or, alternatively, GIPLP may elect to close its purchase of the Property without any reduction in the Contributor Contribution, accepting the conveyance of the Property subject to the Title Defects, in which event the Closing shall take place on the date specified in this Agreement, subject to any delays provided for above. If, by giving written notice to Contributor within the time allowed, GIPLP elects to terminate this Agreement because of the existence of uncured Title Defects, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser GIPLP and neither party upon such return the obligations of the parties under this Agreement shall have any further obligations be terminated. The foregoing right of GIPLP to terminate this Agreement upon the other party except failure to cure a Title Defect which Contributor is obligated to cure shall not be deemed to limit the GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for the Surviving Obligationsbreach by Contributor of any of its covenants, duties or obligations hereunder, or for the falsehood of any of the Contributor’s material representations. (f) GIPLP may, at GIPLP’s expense, during the Inspection Period, obtain a boundary survey of the Land (“Survey”). Notwithstanding anything to the contrary contained in this Agreement, Seller The Survey shall be obligated prepared by a land surveyor duly licensed and registered as such in the Commonwealth of Virginia, shall be certified by such surveyor to remove (or cause GIPLP, GIPLP’s counsel, Contributor and the Title Company, shall set forth the legal description of the Land and shall otherwise be in a form satisfactory to the Title Company to affirmatively insure over eliminate the standard survey exceptions from the Title Policy to be issued at Closing. GIPLP shall notify Contributor in a manner reasonably acceptable writing within the period for GIPLP to Purchaser) (i) notify Contributor of any deeds of trust, mortgages, and related loan documents securing Title Defects specifying any financing obtained by Seller, including, without limitation, matters shown on the existing loan with Continental Bank, N.A. (Survey which adversely affect the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior title to the Closing DateLand or constitute a zoning violation and the same shall thereupon the deemed to be Title Defects hereunder and Contributor shall elect to cure or not cure the same as provided in Section 3.4(a) of this Agreement and if Contributor elects to undertake the cure thereof it shall do so within the time and in the manner provided in Section 3.4(c) of this Agreement.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects (or is deemed to have elected not to remove) to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallWithin five (5) Business Days following the Effective Date, at Seller's sole cost and expense, obtain and the Company shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by that are in the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions such updates to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinCompany within five (5) Business Days after its receipt thereof. In the event Purchaser elects At least ten (10) Business Days prior to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give the Company notice of any title exceptions or other matters set forth on the Company’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller The Company shall have the right, but not the obligation except as hereafter providedobligation, to remove, satisfy or otherwise cure (by removal, endorsement any such exception or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable other matter as to Purchaserwhich Purchaser so objects. If the objections are Company is unable or unwilling to take such actions as may be required to cure such objections, the Company shall give Purchaser notice thereof; it being understood and agreed that the failure of the Company to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by the Company not cured by Seller no later than five to remedy such matters. If the Company shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (5a) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: terminate this Agreement (iin whole but not in part) waive such objection and consummate the transaction contemplated by this Agreement; or (iib) terminate this Agreement, to proceed to Closing notwithstanding such title defect without any abatement or reduction in which event the ▇▇▇▇▇▇▇ Money Purchase Price on account thereof. Purchaser shall be returned to Purchaser and neither party shall have make any further obligations such election by written notice to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or given on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the expiration of the Inspection Period; provided, however, if the Company commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to the Company within three (3) Business Days after the Company notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by Purchaser to proceed to Closing Datein accordance with clause (b) above.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver Prior to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodInspection Date, Seller shall obtain from identify (and advise Buyer, in writing, of) any easements or similar agreements Seller shall need to record prior to, or at Closing, to retain any rights on any of its property not being sold to Buyer. All such easements and similar agreements shall be subject to Buyer’s prior written approval, which approval shall not be unreasonably withheld. Buyer will have until 6:00 p.m. E.S.T. on the Title Company at Seller's sole cost and expense a survey endorsement and, if and date that is two (2) business days prior to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect Inspection Date (“Title Objection Deadline”) to receive an update examine title to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making give written notice to Seller of any objections thereto, said objections to be made in writing and delivered to Seller on the title or before the end of the Survey which Buyer may have (“Title Review DateObjections”). If Purchaser shall fail Buyer fails to make timely so advise Seller of any objections on or before the Title Review DateObjections, Purchaser Buyer shall be deemed to have accepted all waived such right to object to any title exceptions or defects. Seller shall review any comments Buyer provides to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made Seller in writing and regarding its Title Objections. On or before the Inspection Date, Seller shall respond to any Title Objections that are timely delivered to Seller by Buyer. If Seller’s response to any of Buyer’s Title Objections is not acceptable to Buyer, then Buyer may elect, by written notice to Seller, on or before 6:00 p.m. E.S.T. on the expiration of the Title Review Inspection Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections either to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (iia) terminate this Agreement, in which event case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser Buyer by Escrow Agent, and neither party the parties shall have no further rights or obligations hereunder, except for those which expressly survive any further obligations such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the other party except for remaining terms and conditions of this Agreement. If Buyer fails to timely advise Seller of its election, it shall be deemed to have elected the Surviving Obligations. Notwithstanding anything to the contrary option contained in this Agreement, Seller shall be obligated to remove subpart (or cause b) above. In the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) event that (i) any deeds Buyer advises Seller of trust, mortgagesTitle Objections on or before the Title Objection Deadline, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's some or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of Title Objections remain outstanding and unresolved to Buyer’s satisfaction (or uncured) on the Commitment at or prior Inspection Date (the “Outstanding Title Objections”), but Buyer does not elect to terminate this Agreement pursuant to (a) above, then Seller hereby covenants and agrees that, from and after the Inspection Date and continuing to the Closing Date., Seller shall use reasonable and good faith efforts to address and resolve (or cure) the Outstanding Title Objections. Seller is not obligated to actually resolve and cure those Outstanding Title Objections, but rather, to act reasonably and in good faith in an effort to do so. It shall, however,

Title and Survey. Seller shallNot less than thirty (30) days prior to the Closing ----------------- Date, Landlord shall deliver to Tenant a commitment (the "Commitment") in the amount of the Purchase Price issued by the Title Company as shall be acceptable to the parties and a current survey ("Survey") of the Premises prepared by a registered New York land surveyor in accordance with 1999 ALTA/ASCM Minimum Survey Standards certified to Tenant and the Title Company which contains an accurate legal description of the Premises and indicates the following: (i) the boundary lines of the Premises and the number of square feet contained therein; (ii) the location and course of all utility and other lines and easements, either visible or recorded, and the recording references thereof; (iii) all public and private streets, roads, driveways, and rights-of-way on or abutting the Premises; and (iv) no encroachments by any improvements from adjoining property onto the Premises. The Survey shall be in form and content sufficient to cause the Title Company to delete all survey exceptions from the "Title Policy" (as hereinafter defined). If the Commitment discloses encumbrances or exceptions to title other than the Permitted Exceptions (such other exceptions being referred to as "Unpermitted Exceptions"), or the Survey furnished to Tenant does not comply with the foregoing requirements (any items which cause the Survey not to comply being referred to as "Survey Defects"), Landlord, at Seller's its sole cost and expense, obtain and deliver shall cause the Unpermitted Exceptions to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain be removed from the Title Company at Seller's sole cost Commitment and expense a survey endorsement andSurvey Defects to be removed prior to the Closing. If the Survey Defects and Unpermitted Exceptions, if and any, have not been so removed prior to the extent availableClosing, contiguityTenant, fairway at is sole option and PUD endorsements. Purchaser upon notice to Landlord, may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt terminate its exercise of the Title Commitment and Existing Survey (such date being referred Option or proceed to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4Closing, and the form accept title subject to such Survey Defects and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Unpermitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated SurveyOption is so terminated, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations liability or obligation hereunder. Landlord, at Landlord's expense, shall furnish through the Escrow to Tenant, and the other party except for consummation of the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller Closing shall be obligated conditioned upon the issuance to remove (or cause Tenant by the Title Company of an ALTA Owner's Title Insurance Policy Form B-1992 (the "Title Policy") in the amount of the Purchase Price, insuring fee simple title to affirmatively insure over the Premises in a manner reasonably acceptable Tenant (or Tenant's nominee), subject only to Purchaser) (i) any deeds of trust, mortgagesthe Permitted Exceptions, and related loan documents securing any financing obtained containing such endorsements as are specified by SellerTenant, including, without limitation, an extended coverage endorsement deleting the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements general exceptions customarily set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateTitle Policy.

Title and Survey. (a) Seller shallhas delivered to Purchaser copies of: (1) the Title Commitment; (2) all documents relating to title exceptions referred to in the Title Commitment; and (3) the Survey Purchaser hereby acknowledges that Purchaser has approved all matters set forth in the Title Commitment and Survey, and such matters are deemed Permitted Encumbrances. (b) As soon as is reasonably practicable (and in any event at least twenty (20) days) prior to Closing, Seller shall cause the Survey to be certified to Purchaser, Purchaser’s lender and the Title Company and updated to reflect a date not earlier than ninety (90) days prior to the Closing Date. (c) All costs incurred for title searches and preparation of the Title Commitment, and all title premiums for an extended coverage title policy (including all costs of endorsements requested by Purchaser) shall be paid by Seller. Purchaser shall be responsible for and pay all costs and expenses associated with the Survey and any updates thereto. (d) Before Closing, Seller agrees to cause to be removed, at Seller's ’s sole cost and expense, obtain any exception for (1) mechanics’ and deliver materialmen’s liens caused by Seller or its agents, (2) liens relating to past due taxes with respect to the Property, (3) liens or other title exceptions resulting solely from acts of Seller or its agents occurring on or after the date of this Agreement or (4) other liens or encumbrances which secure other monetary obligations or (5) any Stub Period Title Matters knowingly or intentionally caused by Seller (collectively, the “Stub Period Must Removes”). If Purchaser for Purchaser's review a commitment for a standard owner's policy becomes aware of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by any updates to the Title Company. Seller has delivered to Purchaser a copy Commitment or Survey disclosed after the expiration of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost Period (and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election not included in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred the “Stub Period Title Matters”) which are not acceptable to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections theretoPurchaser, said objections to be made in writing and delivered Purchaser shall give written notice to Seller that it disapproves such Stub Period Title Matters (the “Stub Period Title Objections”) on or before the end sooner to occur of three (3) Business Days after receipt of written notice thereof and the Title Review DateClosing. If Purchaser shall fail to make any objections on or before the does not deliver a notice of Stub Period Title Review DateObjections, then Purchaser shall be deemed to have accepted all exceptions to approved the applicable Stub Period Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and Matters (other than the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review DateStub Period Must Removes). If Purchaser shall fail to make any such objections to the Updated Survey on or before such datedelivers a notice of Stub Period Title Objections, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the rightfive (5) days after receipt thereof to notify Purchaser that Seller will either (a) attempt to eliminate or cure such Stub Period Title Objections or make arrangements to have such Stub Period Title Objections eliminated, but not the obligation except as hereafter provided, to cure (cured or removed from title by removal, endorsement bonding or otherwise) such objections on or before the Closing Date otherwise in a manner reasonably acceptable to Purchaser at or prior to Closing, provided that Seller may extend the Closing for such period as required to effect such cure, but not beyond thirty (30) days, or (b) elect not to cause such Stub Period Title Objections to be removed; provided, however, that Seller shall be obligated to remove, at no cost or expense to Purchaser, the Stub Period Must Removes. If the objections are not cured by Seller no later than gives Purchaser notice under clause (b) above or fails to respond to Purchaser’s notice of Stub Period Title Objections within said five (5) days before the scheduled Closing Dateday period, then Purchaser may as its only option, elect shall have three (3) Business Days in which to either: (i) notify Seller that Purchaser will either waive such objection objections and consummate proceed with the transaction contemplated by this Agreement; purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to the Purchase Price, other than the cost to cure the Stub Period Title Objections up to a maximum of $500,000 in the aggregate or (ii) that Purchaser will terminate this Agreement. If this Agreement is terminated pursuant to the foregoing provisions of this paragraph, in neither party will have any further rights or obligations hereunder (except for any obligations which event are expressly stated to survive the ▇termination hereof), the E▇▇▇▇▇▇ Money shall be returned to Purchaser, and Seller shall reimburse Purchaser for its actual, reasonable, third-party costs and neither party expenses, not to exceed $500,000. If Purchaser fails to notify Seller of its election within said three (3) Business Day period, Purchaser shall be deemed to have any further obligations elected to waive such Stub Period Title Objections. and proceed with the purchase and take title to the Property subject to such Stub Period Title Objections with no adjustment to the Purchase Price, other party except for than the Surviving Obligationscost to cure the Stub Period Title Objections up to a maximum of $500,000. Notwithstanding anything the above, Purchaser hereby agrees (which obligation shall survive the Closing) to refund to Seller the excess, if any, of (x) any adjustment to the contrary contained Purchase Price attributable to the Stub Period Title Objections over (y) the actual costs incurred in this Agreement, Seller shall be obligated to remove (or cause connection with the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all cure of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datesame.

Title and Survey. Seller shallcovenants and agrees that Seller, at Seller's its ---------------- sole cost and expense, obtain and shall, on or before ten (5) days after the Effective Date of this Agreement, cause Old Republic National Title Insurance Company, or such other such title insurance company acceptable to Purchaser (herein referred to as the "Title Company"), to deliver to Purchaser for Purchaser's review a its commitment for a standard owner's policy of title insurance along with a copy of each instrument listed (herein referred to as an exception thereon other than Seller's debt instruments (the "Title Commitment") to issue to Purchaser, upon the recording of the Assignment and Assumption of ASU Research Park Lease, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable record title to the Property to be in Purchaser subject only to the Permitted Exceptions (as hereinafter defined), with affirmative coverage over any mechanic's, materialman's and subcontractor's liens and with full extended coverage over all general exceptions, and containing the following endorsements: zoning (including affirmative coverage against any violations of recorded covenants and restrictions), survey, and access. Such Title Commitment shall not contain any exception for rights of parties in possession other than an exception for the right of the Tenant under the Lease. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, the Title Commitment shall provide that such exception will be deleted upon the presentation of an ALTA/ASCM survey acceptable to Title Company, in which case the Title Commitment shall be amended to contain an exception only for the matters shown on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey as-built survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's its sole cost and expense for the benefit of Purchaser. Said survey shall include a survey endorsement and, if certification that the Property is zoned in a classification which will permit the operating of the Property as an office building and any conditions to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller granting of such election in writing prior zoning have been satisfied. Seller shall also cause to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver be delivered to Purchaser for together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after upon receipt of the Title Commitment and Existing Survey (such date being the copies of the documents and instruments referred to as therein, shall then have ten (10) days during which to examine the "Title Review Date") for examination of Title Commitment and Existing Survey and the making same, after which Purchaser shall notify Seller of any defects or objections thereto, said objections to be made in writing and delivered to Seller on or before affecting the end marketability of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions title to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters Property. Seller shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, Closing to cure (by removal, endorsement or otherwise) such defects and objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreementshall, in which event the ▇▇▇▇▇▇▇ Money shall be returned good faith, exercise reasonable diligence to Purchaser cure such defects and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateobjections.

Title and Survey. Seller shall4.1. Purchaser shall obtain, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's its sole cost and expense a title report and survey endorsement and, if and for each of the Properties from a national title insurance company. At least five (5) days prior to the extent availableexpiration of the Feasibility Period, contiguity, fairway Purchaser shall deliver copies of such title reports and PUD endorsements. Purchaser may elect surveys to receive an update to the Existing Survey Sellers and notify (the "Updated SurveyTitle Notice") by notifying Seller Sellers which, if any, of such election in writing prior to November 6the liens, 1997. If Purchaser so electsdefects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver encumbrances or other matters disclosed thereby are objectionable to Purchaser for Purchaser's review (the Updated Survey"Title Defects"). Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days Within two (2) Business Days after receipt by Sellers of the Title Commitment Notice, Sellers shall notify Purchaser if Sellers are willing and Existing Survey able to cure any of the Title Defects (such date being referred to as the "Title Review DateCure Notice") for examination ). All title defects, encumbrances and other matters which are a matter of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller public record on or before the end expiration of the Feasibility Period or which are otherwise disclosed by Purchaser's title reports or surveys for the Properties, except for Title Review Date. If Defects which are objected to by Purchaser and which Sellers agree to cure in the Cure Notice, shall be deemed "Permitted Exceptions" which Purchaser shall fail take title subject to. Sellers shall have no obligation to make cure any objections on Title Defects, except for mortgages, mechanics liens, monetary judgments or before delinquent real estate taxes, which Sellers agree to bond or pay off at or prior to the Closing. In the event Sellers are unable or unwilling to cure any Title Review DateDefects which are material to the Properties, taken as a whole, then Purchaser shall have the right, as its sole remedy, to terminate this Agreement pursuant to Section 3.1 hereof prior to the expiration of the Feasibility Period. After the Feasibility Period, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, waived its rights under this Section II, except for exceptions 1, 2, 3 4.1 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form quality and substance condition of title to the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Premises subject only to the Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall(a) As of the Effective Date, at Seller's sole cost and ’s expense, obtain and Seller shall deliver to Purchaser for Purchaser's review a an owner’s CLTA title insurance commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property Land and Improvements, issued by the Title Company. Seller has delivered to Purchaser a copy Company (the “Title Report”) together with copies of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and all documents relating to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect title exceptions referred to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of in such election in writing prior to November 6, 1997Title Report. If Purchaser so elects, Seller shall, at Purchaser's ’s sole cost and expense the Title Company shall issue an ALTA extended coverage Title Report. (b) Prior to 12:00 p.m. on Thursday, February 18, 2010, Seller, at Seller’s expense, obtain and shall deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt an ALTA “as-built” land title survey of the Title Commitment and Existing Survey Property, prepared in accordance with the 2005 Minimum Standard Detail Requirements (such date being referred the “Survey”). (c) Purchaser will have the right to as examine all title exceptions reflected in the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Title Report as initially issued, as well as any subsequent endorsements to the Title Report adding further title exceptions (“New Exceptions”). If Purchaser determines that any such title exception is unsatisfactory to Purchaser, then Purchaser shall give Seller written notice of any objections Purchaser’s objection thereto, said objections to be made in writing Purchaser’s sole and delivered to Seller absolute discretion on or before the end of applicable Title Objection Date (as defined below). Except for title objections that are timely raised in accordance with the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Dateforegoing, Purchaser shall be deemed to have accepted all title exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included reflected in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making Title Report (and any subsequent endorsements thereto), all of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration which shall become part of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateExceptions defined below.

Title and Survey. Seller shallPrior to execution of this Agreement, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain Sellers ordered from the Title Company at Seller's sole cost a preliminary owner’s title commitment with respect to each of the Properties issued in favor of Purchaser (each, a “Title Commitment,” and expense a survey endorsement andtogether, if the “Title Commitments”). Sellers have requested that the Title Company make copies of the Title Commitments, and copies of all underlying recorded exceptions referenced in the Title Commitments, available to Purchaser on the Title Company’s website. In addition, prior to the extent availableexecution of this Agreement, contiguitySellers have delivered updated as-built surveys of each Property (each, fairway a “Survey” and PUD endorsementstogether, the “Surveys”) to Purchaser. Purchaser may elect to receive an update shall have the responsibility for obtaining any revisions or updates to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Title Commitments and Surveys as Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveymay deem necessary or desirable. Purchaser shall have until January 30, 2006 to give written notice (the later of November 6, 1997 and the date which is fifteen days after receipt of the “Title Commitment and Existing Survey (such date being referred to as the "Title Review Date"Notice”) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance applicable Seller of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections as Purchaser may have to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within disclosed in the Title Review Period, Commitments or (ii) in the Updated Survey are made before the date specified above, then Seller Surveys or otherwise in Purchaser’s examination of title. Sellers shall have the right, but not the obligation (except as hereafter providedto Monetary Objections affecting such Seller’s Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (3) Business Days after receipt of Purchaser’s Title Notice, each Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to such objections. If such Seller fails to give written notice of election within such three (3) Business Day period, such Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections affecting such Seller’s Property). If such Seller elects to attempt to cure any objections, Sellers shall be entitled to one or more reasonable adjournments of the Closing of up to but not beyond the tenth (10th) day following the initial date set for the Closing to attempt such cure (by removal, endorsement or otherwise) such objections on or before subject to the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Outside Closing Date), then but, except for Monetary Objections affecting such Seller’s Property, such Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting such Seller’s Property, if such Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, such Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event shall be either (i) waive to accept title to each Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within three (3) Business Days after receipt of written notice from either Seller either of Seller’s election not to attempt to cure any objection or of such Seller’s determination, in which event having previously elected to attempt to cure, that such Seller is unable or unwilling to do so, whereupon Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement, each Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections affecting such Seller’s Property at or prior to Closing, and Sellers may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided Properties that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Properties and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. 6.1 Seller shall, at Seller's sole cost shall convey and expense, obtain and deliver to Purchaser for Purchaser's review Buyer shall accept a commitment for title such as a standard owner's policy of reputable title insurance along with a copy company licensed to do business in the State wherein the Shopping Center is located will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of each instrument listed as an exception thereon other than Seller's debt instruments ’s existing title insurance policy for the Real Estate (the "“Existing Title Commitment"Policy”) on and of Seller’s existing survey of the Real Property issued by Estate (the Title Company“Existing Survey”). Seller has delivered to Purchaser a copy Promptly following the execution of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Periodthis Agreement, Seller shall Buyer may (if it so elects) obtain from the Title Company (at Seller's Buyer’s sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to expense) updates of the Existing Survey (the "“Updated Survey") by notifying Seller of ”); if Buyer does obtain such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the an Updated Survey, then Purchaser Buyer shall have until cause it to be certified to Seller and Buyer shall promptly furnish Seller with a copy thereof. As used in this Section 6.1, the Title Review Date for examination of term “Survey” shall mean the Updated Survey and the making of objections to matters shown thereonor, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the if no Updated Survey on or before such dateis obtained by Buyer, Purchaser the Existing Survey. Promptly following the execution of this Agreement, Buyer shall be deemed also (at Buyer’s sole expense) obtain a commitment for an ALTA 2006 Owner’s Policy of Title Insurance (the “Title Commitment”); and Buyer shall promptly furnish Seller with complete copies thereof (including complete copies of all underlying title exception documents referenced therein as provided by the title company to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted ExceptionsBuyer). If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no Not later than five (5) days prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice (“Buyer’s Title Notice”) of any title exceptions which are contained in the Title Commitment or on the Survey. Failure by Buyer to give Buyer’s Title Notice (or to object to any matter referenced in the Title Commitment or the Survey) to Seller on or before said date shall constitute Buyer’s final and irrevocable approval of the scheduled Closing Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Buyer’s Title Notice shall be timely given Seller shall have a period of sixty (60) days following Seller’s receipt of Buyer’s Title Notice, then Purchaser may to remove, correct, cure or satisfy any matters raised in Buyer’s Title Notice (the “Title Objections”), it being nevertheless agreed that Seller shall have no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the foregoing, or anything else contained in this Agreement to the contrary, Seller shall be required to remove or discharge any fee mortgages or deeds of trust, as its only option, elect well as any other liens in an ascertainable dollar amount created by Seller); and it also being agreed that any attempt by Seller to either: (i) waive cure shall not be construed as an admission by Seller that such objection and consummate Title Objection is one that would give Buyer the transaction contemplated by right to cancel this Agreement; . In the event that Seller elects not to attempt to remove, correct, cure or satisfy the Title Objections, or if having elected to do so, does not within said sixty (ii60) day period effectuate any such removal, correction, cure or satisfaction as aforesaid (hereinafter called “title correction”), Buyer shall have the right at its sole option either (a) to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further liability hereunder, except as set forth in Sections 4.2 and 15.8, or (b) to accept such title as is disclosed by the Title Commitment without title correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer’s receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the event that Seller (even though under no duty to do so) shall undertake title correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to seek title correction (as set forth above). Buyer shall make its election within three (3) days after Buyer’s receipt of written notice from Seller to Buyer of the extent to which title has been corrected. 6.2 If at the Closing Date there may be any liens or encumbrances which render title unmarketable and are not permitted title exceptions hereunder, and which Seller is obligated or desires to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Buyer at the Closing instruments in recordable form and sufficient to satisfy such liens and encumbrances of record together with the cost of recording or filing said instruments; or provided that Seller has made arrangements with the title company in advance of Closing, Seller will deposit with said company sufficient monies, acceptable to and required by it to insure obtaining and the recording of such satisfactions and the issuance of title insurance to Buyer either free of any such liens and encumbrances, or with insurance against enforcement of same out of the insured premises (any such insurance being subject to Buyer’s acceptance thereof, in its sole discretion). The existence of any such liens and encumbrances shall not be deemed objections to title, if Seller shall comply with the foregoing requirements, unless Buyer rejects affirmative insurance as a cure for same. Unpaid liens for taxes, water charges, sewer rents and assessments which are the obligation of Seller to satisfy and discharge shall not be objections to title, but the amount thereof, plus interest and penalties thereon, shall be deducted from the Purchase Price to be paid hereunder. Unpaid franchise tax of any corporation in the chain of title, or estate, income or other taxes which may be liens against the Property as of the Closing Date shall not be an objection to title, provided the title company agrees to insure against the collection of said taxes from the Property and in such event if required by the title company, Seller agrees to deposit at Closing with the title company an amount deemed reasonable by it to secure the payment of such unpaid franchise tax, or other tax. 6.3 In the event that Seller is unable to convey title in accordance with the terms of this Agreement, or if any representation of Seller herein is untrue in a material respect on the Closing Date and Seller does not correct same, or if Seller fails to deliver all estoppels required by Section I l.3(A)(c) hereof (it being understood Seller will be entitled to a reasonable adjournment of Closing to cure any such untrue representations or obtain any such missing estoppels, not to exceed 30 days), the sole responsibility of Seller will be to refund (or cause to be refunded by the Escrow Agent) to Buyer any amount paid on account of the Purchase Price; upon the making of such refund, this Agreement shall be deemed canceled, neither party shall have any further obligations to claim against the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in by reason of this Agreement, Seller except that Buyer shall remain liable on its obligations under Sections 4.2 and 15.8. 6.4 All costs of obtaining the Title Commitment, the policy of title insurance and survey shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained borne by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateBuyer.

Title and Survey. (a) Within five (5) Business Days following the Opening of Escrow, Seller shall, at Seller's sole cost and expense, obtain and shall cause Title Company to deliver to Purchaser for a current title insurance commitment from Title Company covering the Property, together with full and legible copies of all supporting documents (collectively, Preliminary Report). The Preliminary Report is to be preliminary to the extended coverage owner's policy of title insurance to be issued to Purchaser by Title Company insuring Purchaser's review a commitment fee simple title to the Property in the amount of the Purchase Price (the Title Policy). Seller shall pay only the premium for a standard owner's policy in the amount of the Purchase Price with the Purchaser to pay all additional costs in regard to extended coverage, if elected by Purchaser, and for all endorsements, if any, required by Purchaser. (b) In addition to the contingencies set forth in Section 5, Purchaser shall have to the end of the Due Diligence Period to disapprove, in writing, any exceptions to title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") shown on the Real Property issued by Preliminary Report or reflected on the Survey (as defined below) (collectively, Disapproved Exceptions) and to provide Seller and Title CompanyCompany with notice of disapproval in writing describing the defect with reasonable particularity (Disapproval Notice). In the event Purchaser fails to deliver a Disapproval Notice to Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During and Title Company within the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and all such exceptions to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser title shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance been disapproved. Within ten (10) Business Days after Seller's receipt of the Existing Survey and all matters shown thereon; all such exceptions and matters Disapproval Notice, if any, Seller shall be included in notify Purchaser whether Seller intends to remove the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Disapproved Exceptions. If any objections Seller notifies Purchaser in writing within such ten-day period that Seller intends to eliminate the Disapproved Exceptions, Seller shall do so prior to or at the Closing. If Seller fails to notify Purchaser in writing within such ten-day period that Seller intends to eliminate all of the Disapproved Exceptions or Seller elects to eliminate some but not all of the Disapproved Exceptions, Purchaser may, by notifying Seller and Title Company within five (5) Business Days after the later of (i) the Title Commitment or Existing Survey or exceptions Purchaser's receipt of Seller's notice to title are made within the Title Review Period, Purchaser or (ii) the Updated Survey are made before end of Seller's ten-day notice period, elect either to terminate this Agreement or to take title to the date specified aboveProperty subject to the Disapproved Exceptions that Seller has not undertaken to remove. It shall be a condition to Purchaser's obligations hereunder that Title Company issue the Title Policy at the Close of Escrow insuring marketable fee title to the Real Property in Purchaser in the amount of the Purchase Price, subject only to the following matters (collectively, Approved Exceptions): (i) a lien for current real property taxes or general or special assessments not then Seller delinquent; (ii) matters affecting title to the Property not disapproved by Purchaser in accordance with this Section 6(b); and (iii) matters affecting title to the Property created by or with the consent of Purchaser. (c) Seller, at Seller's sole cost, shall have the right, but not the obligation except as hereafter provided, deliver to cure (by removal, endorsement or otherwise) such objections Purchaser and Title Company on or before 5:00 p.m. MST on or before February 10, 1998, a certified ALTA survey of the Closing Date Property (the Survey) to be completed by a surveyor licensed in a manner reasonably acceptable the State of Arizona, whereupon the legal description in the Survey as approved by Buyer shall control over the description in Exhibit A to Purchaserthe extent they may be inconsistent. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money The Survey shall be returned certified to Purchaser and neither party Title Company and shall have any further obligations set forth the legal description and boundaries of the Property and all easements, encroachments and Improvements thereon and shall comply with all requirements of Title Company in regard to Title Company's issuance of the other party except Title Policy. In the event Seller's delivery of the Survey is delayed beyond February 10, 1998, the Due Diligence Period shall be extended for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreementsame period of delay, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to if any, beyond such date as Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datesole remedy.

Title and Survey. Within two (2) Business Days after the execution of this Agreement, Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review shall order from the Title Company a commitment for a standard preliminary owner's policy title commitment with respect to the Property issued in favor of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments Purchaser (the "“Title Commitment") ”). Purchaser shall request that the Title Company make copies of the Title Commitment, and copies of all underlying recorded exceptions referenced in the Title Commitment, available to Seller on the Real Property issued by the Title Company's website. Seller has delivered to Purchaser a copy shall arrange for the preparation of one or more updates of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During (each and together, the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated “Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey”). Purchaser shall have until the later of November 6, 1997 and the date Business Day which is fifteen days after receipt six (6) Business Days prior to the last day of the Inspection Period to give written notice (the “First Title Commitment and Existing Survey (such date being referred to as the "Title Review Date"Notice”) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If such objections as Purchaser shall fail may have to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included title disclosed in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing in any Survey or otherwise in Purchaser's examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title are made within first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Review Period, Commitment or (ii) the Updated Survey are made before the date specified above, then initial Survey. Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections affecting the Property), to attempt to remove, satisfy or otherwise cure (by removal, endorsement or otherwise) such objections on or before any exceptions to title to which the Closing Date in a manner reasonably acceptable to PurchaserPurchaser so objects. If the objections are not cured by Seller no later than Within five (5) days before Business Days after receipt of Purchaser's First Title Notice, Seller shall give written notice to Purchaser informing the scheduled Purchaser of Seller's election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing Dateof up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, then but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting the Property, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; or Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, in which event or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller's election not to attempt to cure any objection or of Seller's determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of Monetary Objections affecting the requirements set forth in Schedule B - Section 1 of the Commitment Property at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy acknowledges receipt of title insurance along with a copy of (a) the existing title policy for each instrument listed Real Property as provided in the Dataroom (collectively, the “Existing Policies”) and (b) an exception thereon existing survey of each Real Property as provided in the Dataroom (collectively, the “Surveys”). Purchaser acknowledges that it has had sufficient opportunity to review the Existing Policies and the Surveys, and accepts the state of facts revealed therein, and agrees that except as set forth in Schedule 4.1, in no event may any matters disclosed in the Existing Policies or the Surveys constitute Title Objections, and shall in all instances constitute Permitted Exceptions. At the Closing, Sellers shall convey and Purchaser shall accept fee simple title to, or with respect to the Ground Leased Properties, valid leasehold interest in, the Real Property, in each case, free and clear of Liens other than Seller's debt instruments (Permitted Exceptions; provided, however, in the "Title Commitment") on event that at Closing the Real Property issued is encumbered by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey one or more Liens which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost are not Permitted Exceptions and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions Seller is not obligated to title are made within the Title Review Periodremove such Liens under Section 4.5, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except Title Company will neither remove such Liens as hereafter provided, to cure (by removal, endorsement an exception from any new or otherwise) updated applicable title policy nor insure over such objections on or before the Closing Date Liens in a manner reasonably acceptable to Purchaser. If the objections are , and (iii) such Liens do not cured by Seller no later than five (5) days before the scheduled Closing Datehave a Material Adverse Effect, then either (1) Purchaser shall accept such title to the Real Property but shall reserve its right to make a claim for breach of the representation under Section 3.1(d)(i) following the Closing in accordance with Article XI, or (2) if such Liens materially adversely affect the value or operations of the applicable Real Property or materially interfere with the current use thereof, Purchaser may elect, in its sole discretion but subject to the treatment of such Facility as its only optiona Delayed Closing Property pursuant to Section 12.18, elect to either: (i) waive exclude the applicable Facility and all Property comprising or relating to such objection and consummate Facility from the transaction transactions contemplated by this Agreement; or (ii) terminate this Agreement, in which event case (w) the ▇▇▇▇▇▇▇ Money Purchase Price shall be returned reduced by the portion of the Purchase Price allocable to such Facility, (x) such Facility and such Property shall not be transferred to Purchaser at the Closing, (y) the OpCo Lease Agreement shall not include such Facility or Property, and neither party (z) from and after the Closing Date none of the Parties hereto shall have any further obligations to the claims against any other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained Party hereto in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, connection with such Facility and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datesuch Property.

Title and Survey. Seller shallSubject to the provisions of Section 2.5 of this Agreement, Contributor covenants to convey to GIPLP (or its assignee), good, insurable and marketable fee simple title in and to the Property. For purposes of this Agreement, “good, insurable and marketable fee simple title” shall mean fee simple ownership which is (i) is free and clear of all claims, liens and encumbrances (including any and all state tax liens and/or withholding requirements) of any kind or nature whatsoever other than the Permitted Exceptions, and (ii) insurable by the Title Company at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a then current standard rates under the 2006 standard form of ALTA owner's ’s policy of title insurance along insurance, with a copy of each instrument listed as an the standard or printed exceptions therein deleted and without exception thereon other than Seller's debt instruments the Permitted Exceptions. Within ten (10) days after the "Effective Date, GIPLP shall obtain an ALTA Form 2006 Commitment (“Title Commitment"”) on the Real Property for an owner’s title insurance policy (“Title Policy”) issued by the Title Company. Seller has delivered to Purchaser a copy Company in an amount no less than the cash value of the Existing Survey Contribution Consideration. The Title Commitment shall evidence that Contributor is vested with fee simple title to the Land, free and clear of all liens, encumbrances, exceptions or qualifications whatsoever save and except for (a) the Permitted Exceptions, and (b) those exceptions to title which Purchaser are to be discharged by Contributor at or before Closing, including the Monetary Objections. The Title Commitment shall reimburse Seller also evidence that upon the execution, delivery and recordation of the deed to be delivered at the Closing provided for as provided hereunder and the satisfaction of all requirements specified in Schedule B, Section 4 hereof. During the Due Diligence Period, Seller shall obtain from 1 of the Title Company at Seller's sole cost and expense a survey endorsement andCommitment, if and GIPLP shall acquire fee simple title to the extent availableLand, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update subject only to the Existing Survey Permitted Exceptions. (a) If GIPLP determines that the "Updated Survey"Title Commitment does not meet the requirements specified above, or that title to the Land is unsatisfactory to GIPLP for reasons other than the existence of Permitted Exceptions or exceptions which are to be discharged by Contributor at or before Closing, then GIPLP shall notify Contributor of those liens, encumbrances, exceptions or qualifications to title which either are not Permitted Exceptions, are unsatisfactory to GIPLP or are not contemplated by this Agreement to be discharged by Contributor at or before Closing, and any such liens, encumbrances, exceptions or qualifications shall be hereinafter referred to as “Title Defects.” GIPLP’s failure to deliver notification to Contributor of the Title Defects within twenty (20) by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after GIPLP’s receipt of both the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance constitute acceptance of the Existing Survey and all matters shown thereon; all such exceptions and matters matters. Contributor shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made notify GIPLP in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before after Contributor’s receipt of GIPLP’s notice setting forth the scheduled Closing Date, then Purchaser may as its only option, elect existence of any Title Defects and indicate to either: GIPLP that Contributor either (i) waive such objection and consummate intends to cure the transaction contemplated by this Agreement; Title Defects within the applicable cure period, or (ii) intends not to cure some or all of such exceptions, identifying which of the Title Defects Contributor intends to cure and/or not cure (Contributor) being under no obligation to cure Title Defects other than the Monetary Objections). (b) Contributor shall have twenty (20) days, or such longer period as GIPLP may grant in its reasonable discretion, following receipt of written notice of the existence of Title Defects in which to undertake a good faith, diligent and continuous commercially reasonable effort and, in fact, cure or eliminate the Title Defects which Contributor has elected to cure to the satisfaction of GIPLP and the Title Company in such manner as to permit the Title Company to either endorse the Title Commitment or issue a replacement commitment to delete the Title Defects therefrom. Contributor’s failure to cure any such Title Defect shall not constitute a default by Contributor as long as Contributor undertakes a good faith, diligent and continuous commercially reasonable effort to cure or eliminate same. (c) Within five (5) days prior to the Closing Date, GIPLP may obtain and deliver to Contributor an update to the Title Commitment (the “Updated Title Commitment”). Any matters disclosed in the Updated Title Commitment which were not exceptions in the Title Commitment shall automatically be deemed Title Defects which Contributor shall be obligated to cure unless such matters were placed of record with GIPLP’s joinder and consent. The cure of any such new Title Defects shall be effected within such time periods as were provided in connection with curing Title Defects under the initial Title Commitment. If Contributor shall in fact cure or eliminate the new Title Defects, the Closing shall take place on the date specified in this Agreement. If Contributor does not cure or eliminate the new Title Defects, GIPLP may elect to terminate this AgreementAgreement or proceed to Closing as provided in Section 3.4(d) below. (d) If Contributor is unable to cure or eliminate any Title Defects (including any new Title Defects revealed by the updated Title Commitment to be provided to GIPLP as set forth in Section 3.4(c) above) within the time allowed, GIPLP may elect to terminate this Agreement within ten (10) days following the expiration of the curative period by giving written notice of termination to Contributor, or, alternatively, GIPLP may elect to close its purchase of the Property, accepting the conveyance of the Property subject to the Title Defects, in which event the Closing shall take place on the date specified in this Agreement, subject to any delays provided for above. If, by giving written notice to Contributor within the time allowed, GIPLP elects to terminate this Agreement because of the existence of uncured Title Defects, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser GIPLP and neither party upon such return the obligations of the parties under this Agreement shall have any further obligations be terminated. The foregoing right of GIPLP to terminate this Agreement upon the other party except failure to cure a Title Defect which Contributor is obligated to cure shall not be deemed to limit the GIPLP’s rights and remedies to which GIPLP might otherwise be entitled for the Surviving Obligationsbreach by Contributor of any of its covenants, duties or obligations hereunder, or for the falsehood of any of the Contributor’s material representations. (e) GIPLP may, at GIPLP’s expense, within the Inspection Period, obtain a boundary survey of the Land (“Survey”). Notwithstanding anything to the contrary contained in this Agreement, Seller The Survey shall be obligated prepared by a land surveyor duly licensed and registered as such in the State of Florida, shall be certified by such surveyor to remove (or cause GIPLP, GIPLP’s counsel, Contributor and the Title Company, shall set forth the legal description of the Land and shall otherwise be in a form satisfactory to the Title Company to affirmatively insure over eliminate the standard survey exceptions from the Title Policy to be issued at Closing. GIPLP shall notify Contributor in a manner reasonably acceptable writing within the period for GIPLP to Purchaser) (i) notify Contributor of any deeds of trust, mortgages, and related loan documents securing Title Defects specifying any financing obtained by Seller, including, without limitation, matters shown on the existing loan with Continental Bank, N.A. (Survey which adversely affect the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior title to the Closing DateLand or constitute a zoning violation and the same shall thereupon the deemed to be Title Defects hereunder and Contributor shall elect to cure or not cure the same as provided in Section 3.4(a) of this Agreement and if Contributor elects to undertake the cure thereof it shall do so within the time and in the manner provided in Section 3.4(b) of this Agreement.

Title and Survey. Purchaser acknowledges receipt of the Title Report and Survey. Seller shall, at Seller's sole cost acknowledges receipt of written notice from Purchaser of its objections (the “Title Objections”) with respect to the Title Report and expense, obtain and deliver to Purchaser for Purchaser's the Survey based on its review a commitment for a standard owner's policy thereof. Any matters of title insurance along with a copy or survey in the Title Report or the Survey and not contained in such written notice are conclusively deemed to be accepted and approved by Purchaser, except for New Title Objections (as defined below) and for Survey matters expressly reserved by Purchaser in its Title Objections, in each case not subsequently waived as provided in the next paragraph. Seller shall have until 5:00 p.m., Atlanta, Georgia time, on December 5, 2014 or, if later, the date this Agreement is executed by Purchaser and Seller, to notify Purchaser that Seller (a) will cause or (b) elects not to cause any or all of each instrument listed as an exception thereon other than Seller's debt instruments the Title Objections disclosed therein to be removed or, subject to Purchaser’s approval (the "Title Commitment") on the Real Property issued in Purchaser’s sole discretion), insured over by the Title Company. Seller’s failure to notify Purchaser within such period as to any Title Objection shall be deemed an election by Seller has delivered not to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from remove or have the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of insure over such election in writing prior to November 6, 1997Title Objection. If Seller notifies or is deemed to have notified Purchaser so electsthat Seller shall not remove nor have the Title Company insure over any or all of the Title Objections, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt expiration of the Investigation Period, to (i) terminate this Agreement, which termination shall be subject to the terms of Section 5.4, or (ii) waive such Title Commitment Objections and Existing proceed to Closing without any abatement or reduction in the Purchase Price on account of such Title Objections. If Purchaser does not give such notice within the applicable response period, Purchaser shall be deemed to have elected to waive such Title Objections. For the avoidance of doubt, Purchaser shall not be required to accept any Curative Endorsements or affirmative insurance over Title Objections unless Purchaser, in its sole discretion, approves same in writing. Notwithstanding anything herein to the contrary, if the Title Report or Survey is re-issued or updated after the Title Objection deadline, Purchaser shall have the right to object (each, a “New Title Objection”) to any additional matter of title or survey disclosed or contained in any such date being referred update (notwithstanding the passage of the Investigation Period). If Seller is unable or unwilling to as the "cause any such New Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections Objection to be made removed or, subject to Purchaser’s approval (in writing Purchaser’s sole discretion), insured over by the Title Company by the earlier of five (5) days following receipt by Seller of a New Title Objection or the Closing Date, Purchaser shall have the right either to (i) waive such New Title Objection and delivered proceed to Seller Closing without any adjustment in the Purchase Price, or (ii) terminate this Agreement, which termination shall be subject to the terms of Section 5.4. If Purchaser does not give such notice on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Closing Date, Purchaser shall be deemed to have accepted all exceptions elected to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the New Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateObjection.

Title and Survey. Seller shall, Buyer shall obtain each of the following at Seller's sole its own cost and expense, obtain : (i) a current Survey of the Real Property; and deliver to Purchaser for Purchaser's review (ii) a title insurance commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey title insurance company selected by Buyer (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997“Title Commitment”). If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to notify Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make Inspection Period, as the same may be extended in accordance with Section 4.1 above, of any such objections to the Updated Survey matters reflected on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing on the Survey that would make Seller unable to give title to the Premises as stipulated herein, including without limitation, any title or exceptions survey matters that are objectionable to title are made within the Title Review PeriodBuyer (referred to herein as “Defects of Title”, or (ii) the Updated Survey are made before the date specified aboveindividually, then a “Defect of Title”). Any such written notice is referred to herein as a “Buyer’s Title Notice”. Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) business days before following its receipt of Buyer’s Title Notice to notify Buyer by written notice as to whether or not Seller has elected to cure or not to cure the scheduled Closing Datematter or matters objected to by Buyer in such Buyer’s Title Notice (a “Seller’s Title Notice”). If Seller notifies Buyer in its Seller’s Title Notice that Seller has elected not to cure any matter objected to in such Buyer’s Title Notice, then Purchaser or if, having elected to attempt to cure a Defect of Title, Seller is unable to do so within the Cure Period as defined below, after the exercise of good faith efforts, Buyer shall elect, within five (5) business days following its receipt of Seller’s Title Notice, or the end of the Cure Period, as the case may as its only optionbe, elect to either: either (ia) waive its objection or objections to the matter or matters specified in Buyer’s Title Notice and not being cured by Seller, in which case such objection and consummate the transaction contemplated by this Agreementmatter or matters shall become Permitted Exceptions; or (iib) terminate this AgreementAgreement by written notice to Seller, in which event case the ▇▇▇▇▇▇▇ Money Deposit shall be returned forthwith to Purchaser Buyer by the Escrow Agent without any further required action by either Buyer or Seller and neither party shall have any further obligations liability or obligation to the other party hereunder, unless such Defect of Title arises as a result of Seller’s default hereunder, and except for any matter that expressly survives the Surviving Obligations. Notwithstanding anything to Closing or the contrary contained in termination of this Agreement. If Seller has elected to cure any matter, Seller shall be obligated have sixty (60) days after the date of Buyer’s Title Notice (the “Cure Period”) to remove (or cause the attempt to cure any such Defect of Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) Buyer (iand, if necessary, the Closing shall be extended to accommodate such time periods), and Buyer shall be given a reasonable opportunity prior to Closing to verify that such matter has been cured to Buyer’s reasonable satisfaction. Buyer shall be deemed to have waived any objection to any Defect of Title unless Buyer notifies Seller of such Defect of Title on or before the end of the Inspection Period, as the same may be extended as provided in Section 4.1. Accordingly, any Defect of Title not timely objected to by Buyer shall be deemed to be a “Permitted Exception”. In all events Seller shall be required to remove at or prior to Closing (X) any deeds of trust, mortgages, mortgages affecting the Property and related loan documents securing any financing obtained by Seller, other liens encumbering the Property that secure monetary obligations (including, without limitation, mechanic’s liens) to the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) extent such liens are voluntarily created by Seller or arise out of any mechanic's or materialmen's liens relating to work done performed by or on behalf of Seller (other than documents evidencing and securing the Assumed Loan), and (iiiY) any tax liens or judgment amounts affecting the Property being conveyed due for taxes, water or sewer for any period of time prior to Closing. With respect to any monetary liens against Seller. that are not included within clauses (X) or (Y) above, Seller agrees to use best efforts cause such liens to satisfy all of be released from the requirements set forth in Schedule B - Section 1 of the Commitment at Property by posting a bond or prior to the Closing Dateotherwise.

Title and Survey. Seller shallPurchaser has obtained, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title CommitmentTITLE COMMITMENT") on the Real Property Land and Improvements issued by the Title Company. Seller Purchaser has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereoftitle Commitment to Seller. During the Due Diligence Period, Seller Purchaser shall have the right to obtain, at its sole cost and expense, any desired endorsements to the Title Commitment which are available, if any. Purchaser shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive for Purchaser's review an update to the Existing Survey (the "Updated SurveyUPDATED SURVEY") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey). Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination deliver a copy of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller in a timely manner. As used herein, "PERMITTED EXCEPTIONS" means the items listed on or before EXHIBIT D hereof. If prior to the expiration of Closing Date there are additional title exceptions identified by the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified aboveCompany, then Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure (by removal, endorsement or otherwise) such objections exceptions on or before the Closing Date in Date. Notwithstanding the foregoing, Seller shall be obligated to remove each exception, if: (a) it can be removed by the payment of a manner reasonably acceptable to Purchaserliquidated sum of money or by posting a bond; or (b) it arises as a result of any willful or voluntary act of Seller or Prior Owner or any affiliate of Seller after the date hereof, regardless of the cost. In addition, Seller shall remove those title mechanics lien exceptions, if any, listed on EXHIBIT E. If the objections are not cured by Seller no later than five (5) days before by the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment"1) on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than Within five (5) days before from the scheduled Closing DateEffective Date of this Agreement, then Purchaser may as its only optionSeller shall deliver to Buyer a copy of the most current commitment and/or binder and/or policy used to insure title to the Premises and any surveys of the Premises in Seller's possession. (2) Within sixty (60) days from the Effective Date of this Agreement, elect Buyer shall deliver to Seller (a) a copy of the commitment to insure title from the title company chosen by Buyer or the report from the title company chosen by Buyer refusing to issue a commitment to insure marketable title ("Buyer's Title Report"), together with a list of items which appear on Buyer's Title Report to which Buyer objects; and (b) a certified survey of the premises together with a list of any items appearing on the survey to which Buyer objects. (3) Not later than twenty (20) days after Seller receives Buyer's title and survey objections, Seller shall notify Buyer which of the objections Seller shall cure prior to or at the Phase I Closing, including when and in what manner said items are to be cured. If Buyer is dissatisfied with Seller's response or lack of response, Buyer has from the latter of (a) ten (10) days from receipt of Seller's response or (b) the expiration of the Investigation Period to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this AgreementAgreement and receive a refund of the Deposit together with all interest accrued thereon, in which event the ▇▇▇▇▇▇▇ Money this Agreement shall be returned to Purchaser become null and void and neither party shall have any further obligations obligation to the other party except for other; or (ii) agree to accept the Surviving Obligations. Notwithstanding anything exceptions which appear on the Title Report and which are not identified as those which are to be cured by the contrary contained in Seller prior to or at the Phase I Closing (the "Permitted Exceptions") and proceed under this Agreement. (4) If Seller agrees to cure under Paragraph 6(A)(3) above, Seller shall be obligated but fails to remove (or cause do so, Buyer has the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) right to: (i) delay any deeds of trust, mortgages, and related loan documents securing any financing obtained Phase Closing to a date specified by Buyer so that Seller or Buyer removes or cures such objections at Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), 's expense; or (ii) close title to that Phase for which Closing is being held and pay the Purchase Price (or portion thereof) when due; however, sufficient sums from the proceeds due Seller at such Phase Closing, as determined by Buyer's title insurance company, shall be placed into escrow with Buyer's title insurance company, and shall be used by Buyer to cure or clear such objections at Seller's expense, with Seller being obligated to satisfy any mechanic's deficiency and Buyer refunding any portion remaining after curing said defect; or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all terminate this Agreement and receive a full refund of the requirements set forth Deposit plus all interest accrued thereon plus Approvals costs (including, but not limited to, consultants', engineering and application fees) and interest thereon, in Schedule B - Section 1 of the Commitment at or prior which event this Agreement shall become null and void and neither party shall have any further obligation to the Closing Dateother.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") Buyer will have until 5:00 p.m. E.S.T. on the Real Property issued by seventh (7th) day after Seller causes the Title Company. Seller has last to be delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing the Survey to be delivered to Buyer by or on behalf of Seller (such delivery date being referred to defined as the "Title Review and Survey Delivery Date") for examination of Title Commitment and Existing Survey to examine title to the Project and the making Survey, determine whether Buyer will be able to obtain any endorsements it desires, and give written notice to Seller of any objections thereto, said objections to be made in writing and delivered the title or the Survey which Buyer may have. If Buyer fails to give any notice to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Dateby such date, Purchaser Buyer shall be deemed to have accepted all waived such right to object to any title exceptions or defects. If Buyer does give Seller timely notice of objection to the Title Commitment shown on Schedule B, Section II, except for any title exceptions 1, 2, 3 or defects and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections objection is not reasonably cured or satisfied or undertaken to be made in writing and delivered to Seller on reasonably cured or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured satisfied by Seller no later than within five (5) business days before the scheduled Closing Dateof receiving Buyer's objection, then Purchaser Buyer may as its only optionelect, elect by written notice to either: Seller within five (i5) waive business days after Seller so responds to such objection and consummate the transaction contemplated by this Agreement; or objections, either to (iia) terminate this Agreement, in which event case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser Buyer by Escrow Agent, and neither party the parties shall have no further rights or obligations hereunder, except for those which expressly survive any further obligations such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the other party except for remaining terms and conditions of this Agreement. If Buyer fails to so give Seller notice of its election, it shall be deemed to have elected the Surviving Obligationsoption contained in subpart (b) above. Notwithstanding anything If Seller does so reasonably cure or satisfy, or undertake to reasonably cure or satisfy, such objection to the contrary contained satisfaction of Buyer, then this Agreement shall continue in full force and effect. Buyer shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over Agreement in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, full force and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Sellereffect. Seller agrees to use best efforts pay and release, bond, or otherwise remove from title ("Remove from Title") the liens of any mortgages filed against the Property, along with any other monetary liens which do not exceed, in the aggregate, twenty thousand and No/100 dollars ($20,000.00); the obligation of Seller to satisfy all of Remove from Title may be satisfied by providing affirmative title insurance coverage under the requirements set forth in Schedule B - Section 1 of the Title Commitment at or prior which is reasonably satisfactory to the Closing DateBuyer.

Title and Survey. Seller shallcovenants and agrees that Seller, at Seller's its ---------------- sole cost and expense, obtain and shall, on or before five (5) days after the Effective Date of this Agreement, cause Fidelity National Title Insurance Company (herein referred to as the "Title Company"), to deliver to Purchaser for Purchaser's review a its commitment for a standard owner's policy of title insurance along with a copy of each instrument listed (herein referred to as an exception thereon other than Seller's debt instruments (the "Title Commitment") to issue to Purchaser, upon the recording of the Absolute Assignment of Lease and Assumption Agreement, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, a leasehold owner's policy of title insurance, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Property to be in Purchaser subject only to the Permitted Exceptions (as hereinafter defined), with affirmative coverage over any mechanic's, materialman's and subcontractor's liens and with full extended coverage over all general exceptions, and containing the following endorsements: zoning, covenants, survey, contiguity and access. Such Title Commitment shall not contain any exception for rights of parties in possession other than an exception for the right of Seller, as tenant under the Lease. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, the Title Commitment shall provide that such exception will be deleted upon the presentation of an ALTA/ASCM survey acceptable to Title Company, in which case the Title Commitment shall be amended to contain an exception only for the matters shown on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey as-built survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's its sole cost and expense for the benefit of Purchaser. Said survey shall include a survey endorsement and, if certification that the Property is zoned in a classification which will permit the operating of the Property as a general office/distribution warehouse and any conditions to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller granting of such election in writing prior zoning have been satisfied. Seller shall also cause to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver be delivered to Purchaser for together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after upon receipt of the Title Commitment and Existing Survey (such date being the copies of the documents and instruments referred to as therein, shall then have twenty (20) days during which to examine the "Title Review Date") for examination of Title Commitment and Existing Survey and the making same, after which Purchaser shall notify Seller of any defects or objections theretoaffecting the marketability of the title to the Property. Seller shall then have until the Closing to cure such defects and objections and shall, said objections in good faith, exercise reasonable diligence to cure such defects and objections, and shall in all events pay or cause to be made in writing and delivered paid any monetary liens against the Property which were incurred by, through or under Seller. Other than said monetary liens, any defects or obligations not objected to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, by Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Section 3.1 Seller shall, at Seller's sole cost will promptly order from Title Company and expense, obtain and cause Title Company to deliver to Purchaser for Purchaser's review Buyer and Sellers a preliminary title commitment for a standard owner's ’s policy of title insurance along with a copy respect to each Property which evidences the agreement of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company to insure title to each Property in fee simple at Seller's sole cost each Closing, subject only to liens for real estate taxes and expense a assessments not yet due and payable, if any, the Permitted Exceptions for such Property and such other survey endorsement matters and title exceptions which are permitted hereby or accepted or deemed waived by Buyer subsequent hereto, the applicable CPS Lease, and, if with respect to Fort Lauderdale Property only, the Third Party Lease (each a “Title Policy Commitment” and to collectively the extent available“Title Policy Commitments”), contiguity, fairway together with complete and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller legible copies of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost all instruments and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being documents referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereintitle. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation obligation, to arrange for the preparation of an ALTA/ACSM survey with respect to each Property (each a “Survey” and collectively the “Surveys”), by a licensed surveyor in the State where the Property is located. Notwithstanding, Seller agrees to reasonably cooperate with Buyer by requesting certification from the surveyor of existing surveys to the Buyer. Section 3.2 Buyer shall examine the title to the Properties as reflected by the Title Policy Commitments and the Surveys. (1) Buyer shall review the Title Policy Commitments and the Surveys immediately once received. Except for those survey matters and title exceptions listed on Exhibit B (the “Permitted Exceptions”), if the Title Policy Commitments or the Surveys reveal any new exceptions to or defects in title, other than Permitted Exceptions, which would have a materially adverse effect on Buyer’s use and enjoyment of any of the Properties (collectively, the “Other Exceptions”), and Buyer has any objection to those Other Exceptions, Buyer or Buyer’s attorney shall notify Sellers in writing, (the “Title Objection Notice”) prior to the expiration of the Inspection Period of any such Other Exceptions. Failure to deliver written objections within the time period and in the manner specified above shall be construed as an acceptance of the Title Policy Commitments and the Surveys and title to the Properties, except as hereafter to matters occurring after the date of the Title Policy Commitments. For purposes of clarity, Buyer shall have no right to object pursuant to this Section 3.2(1) or otherwise to those survey matters or title exceptions listed on Exhibit B. (2) Sellers shall notify Buyer within five (5) calendar days after receipt of the Title Objection Notice (“Sellers’ Title Objection Response”) in writing if Sellers intend to cure any such objections; provided, however, that Sellers shall have no obligation to cure (any objection. All costs for curing any outstanding title defects which Sellers agree to cure in the Sellers’ Title Objection Response shall be borne by removalSellers; provided, endorsement however, Sellers shall have no obligation to institute legal proceedings or otherwise) such expend funds other than to pay all mortgages granted by Sellers. Except as set forth in the preceding sentence, if Sellers do not cure the defects or satisfy the objections on by each Closing Date that Sellers have agreed to have removed as an exception from the title policies, Sellers shall not be in default and Buyer may either cancel this Agreement and receive back the E▇▇▇▇▇▇ Money, or before waive the defect or objection and close the transaction without any reduction in the Sales Price or liability to Sellers. Sellers shall have until the Closing Date in to cure any defect or satisfy any objection that Sellers have agreed to have removed as an exception from the title policy. Sellers may use Sellers’ proceeds from this sale, or other funds, at its discretion, to obtain releases of any liquidated liens, land contracts or mortgages that encumber title to the Properties on the Closing Date. (3) If Sellers fail to provide a manner reasonably acceptable Sellers’ Title Objection Response within the time frame provided, or if Sellers’ response is not satisfactory to Purchaser. If the objections are not cured by Seller Buyer for any reason, Buyer may provide written notice to Sellers (a “Title Termination Notice”), which notice shall be given no later than five (5) days before prior to the scheduled Closing Date, then Purchaser may requesting to terminate this Agreement with respect to such Properties where Sellers have failed to provide a Sellers’ Title Objection Response or where Sellers’ response is not satisfactory to Buyer (each such Property an “Title Termination Property” and collectively, the “Title Termination Properties”). Buyer’s failure to provide a Title Termination Notice within the above-referenced time frame shall be deemed an election by Buyer to complete the purchase transaction as its only optionherein provided subject to the matters contained in the Title Objection Notice, elect without any reduction to either: the Sales Price or liability to Sellers. Within five (5) days after receipt of a Title Termination Notice, Sellers shall provide written notice to Buyer electing to (i) waive terminate this Agreement with respect to such objection Title Termination Properties, and consummate thereafter (a) this Agreement shall terminate as to each of such Title Termination Property and all terms and conditions contained in this Agreement that apply to each such Title Termination Property shall be of no further effect, (b) the transaction contemplated by this Agreement; or Agreement shall proceed as to the other Properties subject to, and in accordance with, the terms and conditions set forth herein, and (iic) terminate this Agreement, in which event Buyer shall not be entitled to receive back the ▇E▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have or any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan")portion thereof, (ii) terminate this Agreement with respect to all Properties and upon such termination Buyer shall be entitled to receive back the E▇▇▇▇▇▇ Money and shall be liable for any mechanic's unrepaired damage, increased expense, lost revenue or materialmen's liens relating to work done by indemnified amount set forth in Section 5.1, or on behalf of Seller and (iii) any tax agree to cure such defect or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datesuch objection.

Title and Survey. 6.1 Seller shall, at shall convey good and marketable fee simple title and Buyer shall accept the same provided any reputable title insurance company licensed to do business in the State wherein the Shopping Center is located will be willing to approve and insure same subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller's existing title insurance policy for the Real Estate (the "Existing Title Policy") and of Seller's existing survey of the Real Estate (the "Existing Survey"). Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain (at Buyer's sole cost expense) updates of the Existing Survey; if Buyer does obtain such an updated survey, Buyer shall cause it to be certified to Seller and Buyer shall promptly furnish Seller with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (at Buyer's sole expense, ) obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments ALTA Form B Fee Title Insurance (the "Title Commitment") on the Real Property issued by the Title Company); and Buyer shall promptly furnish Seller with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no Not later than five (5) days prior to the expiration of the Due Diligence Period, Buyer shall give Seller written notice ("Buyer's Title Notice") of any title exceptions which are contained in the Title Commitment and which are not Permitted Exceptions ("Objections"). Failure by Buyer to give Buyer's Title Notice (or to object to any matter referenced in the Title Commitment) to Seller on or before said date shall constitute Buyer's final and irrevocable approval of the condition of title (and to any such unobjected to matter) in and to the Real Estate. If Buyer's Title Notice shall be timely given Seller shall have a period of forty-five (45) days following Seller's receipt of Buyer's Title Notice, to remove, correct, cure or satisfy any title exceptions that were identified in Buyer's Title Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the foregoing Seller shall be required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens (guaranty or indemnity) in an ascertainable dollar amount created by Seller); and it also being agreed that any attempt by Seller to cure shall not be construed as an admission by Seller that such objection is one that would give Buyer the right to cancel this Agreement. Seller shall notify Buyer one (1) business day before the scheduled Closing Dateexpiration of the Due Diligence Period of such Objections it agrees to use good faith efforts to cure prior to Closing. In the event that Seller elects not to attempt to remove, then Purchaser may correct, cure or satisfy the matters raised in Buyer's Title Notice, or if having elected to do so, does not within said forty-five (45) day period effectuate any such removal, correction, cure or satisfaction as aforesaid (hereinafter called "title correction"), Buyer shall have the right at its only option, elect sole option either (a) to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser Buyer, and, if Seller has elected to so cure and failed to do so, Seller shaft reimburse Buyer for Buyer's reasonable, third party, out-of-pocket expenses actually incurred after Seller's notice to Buyer of Seller's election to attempt to remove, correct, cure or satisfy the matters raised in Buyer's Title Notice, up to a maximum of $50,000, and neither party shall thereafter have any further obligations liability hereunder, except as set forth in Sections 4.2 and 15.8, or (b) to accept such title as is disclosed by the Title Commitment without title correction and without any reduction to the other party except Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer's receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the event that Seller (even though under no duty to do so) shall undertake title correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to seek title correction or agreed to cure and did not do so (as set forth above). Buyer shall make its election within three (3) days after Buyer's receipt of written notice from Seller to Buyer of the extent to which title has been corrected. 6.2 If at the Closing Date there may be any liens or encumbrances which render title unmarketable and are not permitted title exceptions hereunder, and which Seller is obligated or desires to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Buyer at the Closing instruments in recordable form and sufficient to satisfy such liens and encumbrances of record together with the cost of recording or filing said instruments; or provided that Seller has made arrangements with the title company in advance of Closing, Seller will deposit with. said company sufficient monies, acceptable to and required by it to insure obtaining and the recording of such satisfactions and the issuance of title insurance to Buyer either free of any such liens and encumbrances, or with insurance against enforcement of same out of the insured premises in form and content satisfactory to Borrower and Lender. The existence of any such liens and encumbrances shall not be deemed objections to title, if Seller shall comply with the foregoing requirements. Unpaid liens for taxes, water charges, sewer rents and assessments which are the Surviving Obligations. Notwithstanding anything obligation of Seller to satisfy and discharge shall not be objections to title, but the amount thereof, plus interest and penalties thereon, shall be deducted from the Purchase Price to be paid hereunder and allowed to Buyer, subject to the contrary provisions for apportionment of taxes, water charges and sewer rents contained herein. Unpaid franchise tax of any corporation in this Agreementthe chain of title, Seller shall or estate, income or other taxes which may be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. the Property as of the Closing Date shall not be an objection to title, provided the title company agrees to insure against the collection of said taxes from the Property and in such event if required by the title company, Seller agrees to use best efforts deposit at Closing with the title company an amount deemed reasonable by it to satisfy all secure the payment of such unpaid franchise tax, or other tax. 6.3 All costs of obtaining the requirements set forth in Schedule B - Section 1 Title Commitment, the policy of the Commitment at or prior title insurance and survey shall be borne by Buyer (except as relates to the Closing DateLoan Assumption Costs).

Title and Survey. Seller shalla. Within twenty (20) business days after the Effective Date, Seller, at Seller's ’s sole cost and expense, obtain and shall deliver (or cause the Title Company to deliver to Purchaser for Purchaser's review ) a commitment or abstract (as applicable) for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Title Policy described in Section 9(b) below dated on or after the Effective Date (the "“Title Commitment"”), together with legible copies of all of the underlying documentation described in such Title Commitment (the “Title Documents”) on to the Real Property issued by the Title Companyextent not already delivered to Purchaser. Seller has delivered to Purchaser a copy the most recent survey of the Existing Survey which Property in Seller’s possession or control (the “Survey”) to Purchaser. Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company may order an updated ALTA survey at Seller's Purchaser’s sole cost and expense (the “Updated Survey”). b. Purchaser shall have a survey endorsement andperiod of thirty (30) days after receipt by Purchaser of the latest of the Survey, the Updated Survey, if any, the Title Commitment and the Title Documents (“Title Review Period”) in which to review the extent availableTitle Commitment, contiguitythe Title Documents, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying , if any, and the Survey and notify Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shallwriting, at Purchaser's sole cost and expense’s election, obtain and deliver of such objections as Purchaser may have to any matters contained therein (“Purchaser’s Objection Notice”; any of said objections listed on Purchaser’s Objection Notice are deemed the “Objectionable Exceptions”). If Seller does not notify Purchaser for in writing within five (5) business days after receiving the Purchaser's review ’s Objection Notice, Seller shall conclusively be deemed to have agreed to remove all said Objectionable Exceptions at or before Closing. On the Updated Survey. other hand, if Seller notifies Purchaser shall have until the later of November 6, 1997 and the date which is fifteen in writing within five (5) business days after receipt of the Title Commitment and Existing Survey Purchaser’s Objection Notice that it has elected not to cure one or more of said Objectionable Exceptions (“Seller’s Notice”) (subject to Seller’s obligation to remove or cure those items referenced in Section 9(e) below, and, if necessary, such date being referred to as the "Title Review Date") Period shall be extended to compensate for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Datesuch timeframe), Purchaser shall be deemed have the right to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered either (a) terminate this Agreement by delivering written notice to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) business days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive after receipt of such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this AgreementSeller’s Notice, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further rights or obligations to under the other party Agreement, except for the Surviving Obligations. Notwithstanding anything indemnity provisions set forth in this Agreement and any other provision of this Agreement that is expressly intended to survive the contrary contained in termination of this Agreement, or (b) Purchaser may consummate the transaction contemplated by this Agreement in accordance with the terms hereof, in which event, all those Objectionable Exceptions that Seller has so elected not to cure shall conclusively be obligated deemed to remove (constitute “Permitted Encumbrances”. Notwithstanding the foregoing, prior to Closing, Purchaser may, at its cost and expense, obtain an update or cause endorsement to the Title Company Commitment which updates the effective date of the Title Commitment. If such update or endorsement adds any previously unlisted title or survey exceptions to affirmatively insure over in a manner reasonably acceptable to Purchaser) Schedule B-II of the Title Commitment or its equivalent which: (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, renders title to the existing loan with Continental Bank, N.A. (the "Existing Loan")Property unmarketable, (ii) any mechanic's or materialmen's liens relating to work done by or on behalf would materially and adversely affect Purchaser’s contemplated use(s) of Seller and the Property, and/or (iii) may increase the costs to complete any tax or judgment liens against Seller. project that Purchaser desires to construct on the Property by HNZW/502436_2.docx/3583-1 6 more than Fifty Thousand and No/100 Dollars ($50,000.00) in the aggregate, each as determined in Purchaser’s reasonable discretion, then Purchaser may object to any such new exception(s) by delivering written notice to Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to Closing and any such notice shall: (x) be treated as a Purchaser’s Objection Notice; (y) the Closing Dateexception(s) objected to in any such notice shall be treated as Objectionable Exceptions; and (z) the Seller shall have until the earlier to occur of: (1) the time period provided under Section 9(b), or (2) the Closing, to respond to such Purchaser’s Objection Notice; provided, however, that matters of title or survey created by, through, or under Purchaser, if any, shall not be objectionable and shall automatically be deemed additional Permitted Encumbrances.

Title and Survey. (a) Within 20 days from the execution of this Agreement, Seller shall cause the Title Company to issue and deliver to Buyer a current title commitment or preliminary title report for each parcel of Material Real Property (a “Title Commitment”) for a Form Owner’s Title Policy (the “Title Policy”) insuring the Company’s fee title or leasehold interest in and to the Material Real Property, to be good and indefeasible, together with copies of all documents referenced in the Title Commitment (the “Title Commitment Documents”). Within 20 days after the date of this Agreement, Seller shall, at Seller's their sole cost and expense, obtain and deliver to Purchaser for Purchaser's review Buyer a commitment for new survey or an existing survey accompanied by an affidavit (a standard owner's policy of title insurance along with a copy “Survey”) of each instrument listed parcel of the Material Real Property consisting of a plat and field notes prepared by a licensed surveyor conforming to the Minimum Standard Detail Requirements for ALTA/ASCM Land Title Surveys (as an exception thereon other than Seller's debt instruments adopted in 2005), including items Table A thereof as reasonably requested by Buyer. (b) Buyer shall have a period of time commencing on the "date Buyer receives a Title Commitment") on the Real Property issued by , all of the Title Company. Seller has delivered to Purchaser a copy of Commitment Documents and the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and ending on the date which is fifteen 10 days thereafter or on January 31, 2008, whichever is later (the “Review Period”), in which to notify Seller in writing of any commercially reasonable objections Buyer has to any matters shown on such Title Commitment or the Survey. All objections raised by Buyer in the manner herein provided for in any Title Commitment or Survey are hereafter called “Objections.” Seller shall use its Reasonable Efforts to remedy or remove all such Objections prior to Closing, provided, for any such Objections that are not remedied or removed prior to Closing, Seller shall continue to use its Reasonable Efforts for a period of 180 days after receipt the Closing Date to remedy or remove all such Objections. Buyer shall have the right to terminate this Agreement by delivering written notice thereof to Seller prior to Closing if, at the time of Closing, there is any uncured Objection(s) which has, or is reasonably expected to have, a Material Adverse Effect on the Company’s ownership and operation of the Acquired Assets or on the value or marketability of the Material Real Property. If Buyer does not terminate this Agreement as provided in this Section 6.8(b), Buyer shall not be deemed to have waived such Objection(s), and Seller shall continue to use its Reasonable Efforts to remedy or remove such Objection(s) in accordance with this paragraph. Any title encumbrances or exceptions which are set forth in a Title Commitment or the Survey and to which Buyer does not object within the Review Period for such Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser which are thereafter waived by Buyer shall be deemed to have accepted all exceptions to be permitted encumbrances (the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "“Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"”), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller 5.2.1. Buyer shall, at Seller's Buyer’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy an ALTA Owner’s Policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments Title Insurance (the "collectively, “Title Commitment"”) on the Real Property issued by the Title Company. Seller has delivered Company prior to Purchaser a copy the end of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodPeriod with respect to the Land and Improvements. At its option and at its sole cost, Seller shall Buyer may obtain from such updates or modifications to the Title Company at Seller's sole cost Commitment as Buyer deems necessary or desirable. Buyer shall promptly provide Seller with copies of the Title Commitment and expense a survey endorsement and, if all such updates and to the extent available, contiguity, fairway and PUD endorsementsmodifications. 5.2.2. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller Buyer shall, at Purchaser's Buyer’s sole cost and expense, obtain a survey of the Land (“Survey”) prior to the end of the Due Diligence Period. At its option and deliver at its sole cost, Buyer may obtain such updates or modifications of the Survey as Buyer deems necessary or desirable. Buyer shall promptly provide Seller with copies of all such updates and modifications, and shall request that Seller be permitted to Purchaser rely thereon as a named party. Seller intends to obtain, in connection with the application for Purchaser's review the Updated issuance of the Temporary Certificate of Occupancy, at Seller’s sole cost and expense, an update of the Survey. Purchaser Seller shall have until promptly provide Buyer with copies of any such update, and shall request, and Seller shall request that Buyer be permitted to rely thereon as a named party. 5.2.3. Except for the later of November 6foregoing and as otherwise expressly agreed in writing by Seller, 1997 and the date which is fifteen days after receipt of any item (i) reflected in the Title Commitment and Existing or the Survey which is not objected to by Buyer in writing prior to the end of the Due Diligence Period, or (such date being referred ii) reflected in any update to as the "Title Review Date") for examination of Title Commitment or Survey performed after the end of the Due Diligence Period that is not objected to by Buyer in writing within three (3) Business Days following delivery to Buyer of such update, together with a copy of such new item (the parties hereby agree to extend the date for Closing if necessary to provide such three (3) Business Day period to Buyer) shall be deemed to have been approved by Buyer and Existing Survey and the making shall be Permitted Exceptions for all purposes under this Agreement. 5.2.4. Seller shall, within three (3) Business Days after notice from Buyer of any objections theretotitle or survey matter to which Buyer is entitled to object hereunder, said objections to be made notify Buyer in writing either (a) that Seller elects to cure said items by Closing, or (b) that Seller elects not to cure said items by Closing, provided, that, Seller shall be required to cure any item caused by Seller and delivered liquidated in amount, and, in the latter case, Buyer shall have the right to terminate this Agreement and receive a return of the Deposit by giving written notice of such termination to Seller on or before the end later of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions three (3) Business Days after receipt of written notice from Seller of its election not to title are made within the Title Review Periodcure any such matters, or (ii) expiration of the Updated Survey are made before Due Diligence Period. Buyer’s failure to so terminate this Agreement shall be deemed to be a waiver of Buyer’s objection to such unacceptable items that Seller has not agreed to cure, which shall become Permitted Exceptions hereunder. In the date specified aboveevent that Seller elects to cure any such title or survey matter, then Seller shall have the right, but not the obligation except as hereafter provided, ten (10) days from such election to cure such items (by removal, endorsement or otherwise) such objections on or before except in the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreementcase of monetary liens, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party case Seller shall have until the time of Closing), and the parties hereby agree to extend the date for Closing if necessary to provide such ten (10) day period to Seller. Seller may use a portion of the Purchase Price to effect such cure at Closing. In no event shall Seller be required to cure any further obligations lien arising out of Buyer’s Inspection Activities for which Buyer is obligated to the other party except for the Surviving Obligationsindemnify Seller under Section 5.1.3 above or which arises out of Buyer’s actions. 5.2.5. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated provide to remove (or cause the Title Company an owner’s title affidavit and gap indemnity in customary form in New York City and otherwise reasonably satisfactory to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, the Title Company and related loan documents securing any financing obtained by Seller, including, without limitation, such form to be agreed upon during the existing loan with Continental Bank, N.A. (Due Diligence Period. Seller’s failure to provide the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating foregoing to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all the reasonable satisfaction of the requirements set forth in Schedule B - Title Company shall be deemed a failure of Buyer’s condition pursuant to Section 1 of the Commitment at or prior to the Closing Date6.2 and Buyer shall have all rights and remedies provided for therein.

Title and Survey. Seller shallPromptly upon execution of this Agreement, ---------------- Purchaser may order at Seller's sole cost and its expense, obtain and deliver from the Title Company a preliminary title commitment with respect to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Property (the "Title Commitment") on the Real Property issued by ). Purchaser ---------------- shall direct the Title Company. Seller has delivered Company to Purchaser send a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofTitle Commitment to Seller. During the Due Diligence PeriodPromptly upon execution of this Agreement, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to arrange, also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the "Updated Survey") by notifying ). Purchaser likewise shall make copies of any such ------ Survey available to Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyClosing. Purchaser shall have until the later of November 611:59 P.M. Eastern Standard Time on March 15, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey 2001 to give written notice (such date being referred to as the "First ----- Title Review DateNotice") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If such ------------ objections as Purchaser shall fail may have to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included title disclosed in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing in any Survey or otherwise in Purchaser's examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title are made within first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Review Period, Commitment or (ii) the Updated Survey are made before the date specified above, then initial Survey. Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections), to attempt to remove, satisfy or otherwise cure (by removal, endorsement or otherwise) such objections on or before any exceptions to title to which the Closing Date in a manner reasonably acceptable to PurchaserPurchaser so objects. If the objections are not cured by Seller no later than Within five (5) days before Business Days after receipt of Purchaser's First Title Notice, Seller shall give written notice to Purchaser informing the scheduled Purchaser of Seller's election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, to the extent permitted under the New York Life Consents, Seller shall be entitled to one or more reasonable adjournments of the Closing Dateof up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, then but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within five (5) Business Days after receipt of written notice from Seller either of Seller's election not to attempt to cure any objection or of Seller's determination, in which event having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or five (5) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections [and upon any such termination under clause (ii), Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser]. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Exceptions at or prior to Closing, and may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Within two (2) business days after the date of this Agreement, Seller shall, at Seller's sole cost and expense, obtain and deliver shall cause to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has be delivered to Purchaser a copy of preliminary title report for title insurance on the Existing Survey which Purchaser shall reimburse Seller for as provided TIC Interest or the TIC Interest in Section 4 hereof. During the Due Diligence PeriodLand, Seller shall obtain from the issued by Title Company at Seller's sole cost and expense a survey endorsement and("Title Report"), if and together with copies of all items shown as exceptions to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveytitle therein. Purchaser shall have until the later of November 6, 1997 and date that is ten (10) days prior to the date which is fifteen days after receipt of the Title Commitment and Existing Survey Approval Date (such date being referred to as the "Title Review Interim Date") for examination to provide written notice to Seller of any matters shown by the Title Commitment and Existing Survey Report which are not satisfactory to Purchaser, which notice ("Title Notice") must specify the reason such matter(s) are not satisfactory and the making of curative steps necessary to remove the basis for Purchaser's disapproval. The parties shall then have until the Approval Date specified in Section 3.7 to make such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s); provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any objections theretofunds, said objections to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title objections, and Seller shall not be made deemed to have any obligation to cure unless Seller expressly undertakes such an obligation by a written notice to or written agreement with Purchaser given or entered into on or prior to the Approval Date and which recites that it is in writing and delivered response to Seller a Title Notice. Purchaser's sole right with respect to any Title Report matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the end of Approval Date to terminate this Agreement pursuant to Section 3.6 hereof. All matters shown in the Title Review Date. If Report with respect to which Purchaser shall fail fails to make any objections give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Review DateNotice is given but Seller fails to undertake an express obligation to cure as provided above, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term approved by Purchaser as "Permitted ExceptionsEncumbrances" as used herein. In the event Purchaser elects to receive the Updated Surveyprovided in Section 3.4 hereof, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereonsubject, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedhowever, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date Purchaser's termination right provided in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date3.7 hereof.

Title and Survey. Seller shallPrior to or promptly upon execution of this Agreement, Purchaser shall obtain, at Seller's Purchaser’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "“Title Commitment"”) on the Real Property issued by the Title Company. Seller has delivered to Purchaser , and shall have or promptly order a copy current survey (the “Survey”) of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost Land and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyImprovements. Purchaser shall have until the later expiration of November 6the Inspection Period to examine the Title Commitment, 1997 the Survey, and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making results of any UCC Search (if ordered by Purchaser) and to make any objections thereto, said objections to be made in writing and delivered thereto to Seller on or before the end of the Title Review Datein writing. If Purchaser shall fail fails to make any objections on or before the Title Review Dateexpiration of the Inspection Period, Purchaser shall be deemed to have accepted all exceptions to contained in the Title Commitment shown on Schedule BCommitment, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereonthereon (or any matters which would have been shown on a current ALTA survey if Purchaser fails to have obtained one), and all matters disclosed pursuant to the UCC Search (or any matters which would have been shown on a UCC Search if Purchaser fails to have obtained one); all such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included in the term "“Permitted Exceptions" ” as used hereinin this Agreement. In If any objections to the event Purchaser elects to receive Title Commitment, the Updated Survey, then Purchaser shall have until or the Title Review Date for examination results of the Updated Survey and the making of objections to matters shown thereon, such objections to be UCC Search are made in writing and delivered to Seller properly on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Inspection Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedobligation, exercisable by written notice to Purchaser within five (5) days after delivery of Purchaser's objections, to cure (by removal, endorsement over, or otherwise) such objections to Purchaser's reasonable satisfaction, on or before the Closing Date in a manner reasonably acceptable to PurchaserDate. If the no such notice from Seller concerning such election is received by Purchaser by such date, then Seller shall be deemed to have elected not to cure any such objections. If any such objections are not cured by Seller no later than five (5) days before by the scheduled Closing Date, then Purchaser may as its only option, elect to either: (iy) waive such objection objection(s) and consummate the transaction contemplated by this Agreement; Agreement without adjustment to the Purchase Price or (iiz) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser (except for the $100,000 paid to Seller at the signing of this Agreement pursuant to Section 3.01(a)) and neither party shall have any further obligations Obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateparty.

Title and Survey. Seller shallPurchaser shall have until 11:59 p.m. Dallas, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") Texas time on the Real Property issued by date that is ten (10) days after the latter of the date Purchaser receives the Title Company. Seller has delivered to Commitment or the date Purchaser a copy of receives the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated SurveyTITLE REVIEW PERIOD") by notifying to notify Seller of such election in writing prior any objections (the "TITLE OBJECTIONS") with respect to November 6, 1997the Title Commitment and the Survey based on its review thereof. If Purchaser so electsdoes not notify Seller of any Title Objections during the Title Review Period, Seller shall, at Purchaser's sole cost such failure shall be conclusively deemed to be full and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt complete approval of the Title Commitment and Existing the Survey (and any matter disclosed therein, except for any matters arising after the date of such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and Survey, but then only to the making extent that the same are not caused by the acts or omissions of any objections thereto, said objections Purchaser. If Purchaser does notify Seller of the Title Objections prior to be made in writing and delivered to Seller on or before the end of the Title Review DatePeriod, Seller shall have three (3) business days after receipt thereof to notify Purchaser that Seller (a) will cause or (b) elects not to cause any or all Title Objections disclosed therein to be removed or insured over by the Title Company. Seller's failure to notify Purchaser within such three (3) business day period as to any Title Objection shall be deemed an election by Seller not to remove or have the Title Company insure over such Title Objection. If Seller notifies or is deemed to have notified Purchaser that Seller shall not remove nor have the Title Company insure over any or all of the Title Objections, Purchaser shall have until the end of the Investigation Period or the third (3rd) business day after the expiration of such three (3) business day period, whichever is later, to (i) terminate this Agreement or (ii) waive such Title Objections and proceed to closing without any abatement or reduction in the Purchase Price on account of such Title Objections. If Purchaser shall fail to make any objections on or before the Title Review Datedoes not give such notice within said three (3) business day period, Purchaser shall be deemed to have accepted all exceptions elected to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate Title Objections. Notwithstanding, the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreementforegoing, Seller shall be obligated to pay and discharge from the public records all mortgages and all other liens and encumbrances affecting the Property that can be cured by the payment of money and are not caused by the acts or omissions of Purchaser. In addition, Seller shall use its reasonable, good faith efforts to remove (or cause cure the Title Company to affirmatively insure over in a manner reasonably acceptable Objections to Purchaser's reasonable satisfaction, but shall not be required to incur any costs in excess of One Thousand Dollars ($1,000) in doing so (iother than as provided in this SECTION 5.3.1) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateinstitute litigation.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver 5.1 Duke will cause Title Insurer to Purchaser for Purchaser's review a commitment for a standard owner's policy issue an Extended Coverage ALTA Owner’s Policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments Title Insurance (the "“Title Commitment"Policy”) for and on behalf of Company in the total amount of the Agreed Value and obtainable at standard rates insuring title in and to the Real Property issued by the Title CompanyProperty. Seller Holdings hereby acknowledges that Duke has heretofore delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from and the Title Company at Seller's sole cost and expense a survey endorsement and, if and Commitment to the extent available, contiguity, fairway and PUD endorsementsHoldings. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Holdings shall have until the later of November 6, 1997 Inspection Date (the “Title Review Period”) to (a) examine title to the Property and the date which is fifteen days after receipt updated Survey, (ii) determine whether Holdings will be able to obtain any endorsements it desires on behalf of the Title Commitment Company and Existing Survey (such date being referred iii) to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making give written notice to Duke of any objections theretothat Holdings may have to title or the Survey (the “Title Objection Notice”), said objections provided Holdings shall have no right to be made in writing and delivered object to Seller on or before the end any matters of the title which constitute Permitted Title Review DateExceptions. If Purchaser Holdings shall fail to make any objections on or before timely deliver the Title Review DateObjection Notice, Purchaser Holdings shall be deemed to have accepted all waived such right to object to any title exceptions to or other conditions or matters which are shown on the Survey. If Holdings does timely deliver the Title Commitment shown on Schedule BObjection Notice to Duke, Section IIDuke shall elect, except for exceptions 1, 2, 3 and 4, and the form and substance by written notice delivered to Holdings within three (3) Business Days following Duke’s receipt of the Existing Survey and all matters shown thereon; all such exceptions and matters Title Objection Notice (the "Cure Response Period”) to either endeavor to cure or satisfy any particular objection(s) at or prior to Closing or not to so cure or satisfy any particular title objection(s) (the “Title Response Notice”). To the extent Duke shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects fail to receive the Updated Survey, then Purchaser shall have until deliver the Title Review Date for examination of the Updated Survey and the making of objections Response Notice to matters shown thereon, such objections Holdings prior to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser Cure Response Period or shall fail elect not cure any particular title objection(s) by Closing, then Holdings may elect, by written notice to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made Duke within the Title Review Period, or earlier of (iix) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before Business Days after delivery of the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; Title Response Notice or (iiy) the expiration of the Cure Response Period, either to (a) terminate this Agreement, in which event case the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser Holdings by Escrow Agent and neither party the parties shall have no further rights or obligations hereunder, except for those which expressly survive any further obligations such termination, or (b) waive its objections hereunder and proceed with the transaction pursuant to the other party except for remaining terms and conditions of this Agreement, without any reduction in the Surviving Obligationsamount of the Holdings Capital Contribution. Duke shall not be required to cure any matter objected to by Holdings. If Holdings fails to so give Duke notice of its election within the timeframe required therefor, Holdings shall be deemed to have elected the option contained in subpart (b) above. Holdings shall have the right at any time to waive any objections that it may have made and, thereby, to preserve this Agreement in full force and effect. Notwithstanding anything to the contrary contained in this Agreementherein, Seller Duke agrees to discharge by payment prior to Closing, at Duke’s expense, any mortgages or loan documents that were voluntarily created or assumed by Duke (excluding those related to the Loan), or undisputed liens for construction work contracted for directly by Duke, which are recorded against the Property (“Duke’s Liens”). Duke, at Duke’s expense, shall be obligated at Closing to remove (discharge by payment or cause alternative manner reasonably satisfactory to the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) Insurer and Holdings (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, statutory bonding and affirmative title coverage) liens recorded against the existing loan Property for construction work not contracted for directly by Duke or disputed in good faith by Duke (“Non-Duke Liens”). In the event Duke fails to release or cure Duke’s Liens or Non-Duke Liens, Holdings shall have the right to terminate this Agreement and receive a return of the ▇▇▇▇▇▇▇ Money. The foregoing procedures for making and responding to objections to title exceptions and survey matters shall also apply with Continental Bank, N.A. respect to any objections to title exceptions (other than Permitted Title Exceptions) which first appear on updates of the "Existing Loan"Title Commitment received by Holdings after the date of the Title Objection Notice (and Holdings shall provide Duke with copies of any updated Title Commitments and Schedule B items first shown in such updated commitments) or any survey matters that did not exist as of the date of the Title Objection Notice (other than Permitted Title Exceptions), except that all such objections must be made on or before the earlier of five (ii5) any mechanic's Business Days after Holdings becomes aware of such title exceptions or materialmen's liens survey matters or the Closing Date, and all agreements to cure and termination rights relating to work done by thereto must be made or exercised, as applicable, on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all before the earlier of the requirements set forth time periods provided in Schedule B - Section 1 of the Commitment at previous paragraph or prior to the Closing Date.

Title and Survey. Seller shallWithin five (5) Business Days following the Effective Date, at Seller's sole cost and expense, obtain and Sellers shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies relating to the Facilities and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, Sellers’ possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections such updates to be made in writing and delivered Sellers within two (2) Business Days after its receipt thereof. At least five (5) Business Days prior to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Sellers notice of any title exceptions or other matters set forth on Sellers’ title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects. If, in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Sellers shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Sellers are unable or unwilling to take such actions as may be required to cure such objections, Sellers shall give Purchaser notice thereof; it being understood and agreed that the failure of Sellers to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Sellers shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if any Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Sellers within three (3) Business Days after such Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing DatePurchaser terminates this Agreement in accordance with this Section 3.3, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Escrow Agent shall be returned return the Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallAt Closing, at Seller's sole cost and expense, obtain and deliver the Title Company shall have issued or shall have unconditionally committed to Purchaser for Purchaser's review a commitment for a standard issue to Buyer an ALTA owner's ’s policy of title insurance along with a copy in the amount of each instrument listed the Purchase Price, subject only to the Permitted Exceptions (as an exception thereon other than Seller's debt instruments defined below) (the "“Title Commitment") on Policy”). ▇▇▇▇▇ has obtained, or will obtain following the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodEffective Date, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and preliminary title report with respect to the extent availableProperty (the “Title Commitment”), contiguitycontaining such exceptions as the Title Company would specify in the Title Policy and copies of all documents of record identified as exceptions in such Title Commitment. Further, fairway and PUD endorsementsBuyer may, but shall not be required to, obtain following the Effective Date, a new or updated ALTA survey of the Property (the “Survey”) at Buyer’s sole expense. Purchaser may elect to receive an On or before the Due Diligence Date (or within five (5) business days after Buyer’s receipt of any supplement or update to the Existing Title Commitment or Survey (received after the "Updated Survey") by notifying Seller of such election in writing prior to November 6Due Diligence Date), 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until the later of November 6, 1997 and the date right to give written notice to Seller (which is fifteen days after receipt of written notice may be by email given pursuant to Section 18 hereof) disapproving any items identified in the Title Commitment and Existing or the legal description of the Land shown therein or any supplement or update thereto or omitted from coverage thereunder or any matters identified on the Survey (such date being referred to as a “Title Objection”). Any exceptions in the "Title Review Date") for examination of Title Commitment and Existing (or supplement or update thereto) or Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser not timely disapproved by Buyer shall be deemed to have accepted all exceptions been approved by Buyer (other than with respect to Mandatory Cure Items, as such term is defined below) and subject to Seller’s obligations to deliver the documents required of Seller under Section 7 below. Upon Buyer’s delivery of a Title Commitment shown on Schedule BObjection, Section IISeller may elect, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter providedits sole discretion, to remove (or otherwise modify or cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable satisfactory to Purchaser. If the objections are Buyer) said Title Objection prior to Closing, by delivering written notice of such election to Buyer not cured by Seller no later than five (5) business days before following the date Seller receives a Title Objection (but in no event later than the date on which the Closing is scheduled Closing to occur). If Seller does not notify Buyer in writing that Seller will eliminate (or otherwise cure) such Title Objection(s) within such five (5) business day period, Seller shall be deemed to have elected not to remove (or otherwise cure) such Title Objection and Buyer shall have ten (10) days following the date Seller received the Title Objection (the “Action Date, then Purchaser may as its only option, elect ”) to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event whereupon Buyer shall receive a return of the ▇▇▇▇▇▇▇ Money Deposit, this Agreement shall be returned to Purchaser terminate, and neither party Seller nor Buyer shall have any further rights, duties, obligations, or liabilities under this Agreement, except for those rights, duties, obligations and liabilities that are expressly stated to survive the termination of this Agreement. If Buyer fails to so terminate this Agreement on or before the applicable Action Date, Buyer shall be deemed to have withdrawn its disapproval and approved such Title Objection, other than with respect to Mandatory Cure Items. The term “Permitted Exceptions” shall mean the following: (a) the lien of general real estate taxes or other special assessments, to the other party except extent due and payable for the Surviving Obligationscurrent (as of Closing) year, as adjusted pursuant to Section 8 hereof, and (b) those recorded covenants, restrictions, easements and other agreements disclosed in the Title Commitment (or any update or supplement thereto) and not timely objected to by Buyer pursuant to this Section 4. Notwithstanding anything to the contrary contained in this Agreement, whether or not Buyer has delivered a Title Objection with respect thereto, Seller shall be obligated agrees to remove (or cause the Title Company following to affirmatively insure over in a manner reasonably acceptable be removed, discharged, satisfied and/or cured prior to Purchaser) Closing (collectively, the “Mandatory Cure Items”): (i) any and all deeds of trust, mortgages, and related loan documents securing security agreements and/or financing statements affecting the Property (or any financing obtained by Seller, including, without limitation, portion thereof) (with Seller having the existing loan with Continental Bank, N.A. (right to apply the "Existing Loan"Purchase Price or a portion thereof for such purpose), (ii) any mechanic's or materialmen's all other monetary liens relating to work done by or on behalf of Seller the Property (such as mechanics’ liens, judgments, and/or federal, state and municipal tax liens for delinquent taxes), (iii) any tax or judgment liens against Seller. all other encumbrances which Seller agrees to use best efforts to satisfy all of has voluntarily, knowingly and intentionally placed on the requirements set forth in Schedule B - Section 1 of Property between the Commitment at or prior to Effective Date and the Closing DateDate without Buyer’s consent and (iv) all Title Objections which Seller has affirmatively agreed to cure pursuant to this Section 4.

Title and Survey. Within ten (10) days after the Effective Date, Seller shall, at Seller's sole cost and expense, shall obtain and deliver to Purchaser an ALTA Form 2006 Commitment (“Title Commitment”) for Purchaser's review a commitment for a standard an owner's policy of ’s title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments policy (the "“Title Commitment"Policy”) on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy Company in an amount no less than the Purchase Price, together with all exception documents referenced in Schedule B, Section of the Existing Survey Title Commitment. The Title Commitment shall evidence that Seller is vested with fee simple title to the Land, free and clear of all liens, encumbrances, exceptions or qualifications whatsoever save and except for (a) the Permitted Exceptions, and (b) those exceptions to title which are to be discharged by Seller at or before Closing, including the Monetary Objections. The Title Commitment shall also evidence that upon the execution, delivery and recordation of the deed to be delivered at the Closing provided for hereunder and the satisfaction of all requirements specified in Schedule B, Section 1 of the Title Commitment, Purchaser shall reimburse Seller for as provided in Section 4 hereof. During acquire fee simple title to the Due Diligence PeriodLand, Seller shall obtain from subject only to the Permitted Exceptions. (a) If Purchaser determines that the Title Company at Seller's sole cost and expense a survey endorsement andCommitment does not meet the requirements specified above, if and or that title to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver Land is unsatisfactory to Purchaser for Purchaser's review reasons other than the Updated Survey. existence of Permitted Exceptions or exceptions which are to be discharged by Seller at or before Closing, then Purchaser shall have until notify Seller of those liens, encumbrances, exceptions or qualifications to title which either are not Permitted Exceptions, are unsatisfactory to Purchaser or are not contemplated by this Agreement to be discharged by Seller at or before Closing, and any such liens, encumbrances, exceptions or qualifications shall be hereinafter referred to as “Title Defects.” Purchaser’s failure to deliver notification to Seller of the later of November 6, 1997 and the date which is fifteen Title Defects within twenty (20) days after Purchaser’s receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance constitute acceptance of the Existing Survey and all matters shown thereon; all such exceptions and matters matters. Seller shall be included in the term "Permitted Exceptions" as used herein. In the event notify Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before after Seller’s receipt of Purchaser’s notice setting forth the scheduled Closing Date, then existence of any Title Defects and indicate to Purchaser may as its only option, elect to either: that Seller either (i) waive such objection and consummate intends to cure the transaction contemplated by this Agreement; Title Defects within the applicable cure period, or (ii) intends not to cure some or all of such exceptions, identifying which of the Title Defects Seller intends to cure and/or not cure (Seller being under no obligation to cure Title Defects other than the Monetary Objections). (b) Seller shall have thirty (30) days, or such longer period as Purchaser may grant in its sole and absolute discretion, following receipt of written notice of the existence of Title Defects in which to undertake a good faith, diligent and continuous commercially reasonable effort and, in fact, cure or eliminate the Title Defects which Seller has elected to cure to the satisfaction of Purchaser and the Title Company in such manner as to permit the Title Company to either endorse the Title Commitment or issue a replacement commitment to delete the Title Defects therefrom. Seller’s failure to cure any such Title Defect shall not constitute a default by Seller as long as Seller undertakes a good faith, diligent and continuous commercially reasonable effort to cure or eliminate same. (c) Within ten (10) days prior to Closing, Seller shall obtain and deliver to Purchaser an update to the Title Commitment (the “Updated Title Commitment”). Any matters disclosed in the Updated Title Commitment which were not exceptions in the Title Commitment shall automatically be deemed Title Defects which Seller shall be obligated to cure unless such matters were placed of record with Purchaser’s joinder and consent, or unless such matters otherwise relate solely to the development of the Property in compliance with the Lease, including, without limitation, utility easements, and Seller has provided Purchaser with written notice of such matters; provided, however, such instruments shall not create an economic liability on the owner of the Property or negatively affect the value of the Property, without Purchaser’s prior written consent. The cure of any such new Title Defects shall be effected within such time periods as were provided in connection with curing Title Defects under the initial Title Commitment. If Seller shall in fact cure or eliminate the new Title Defects, the Closing shall take place on the date specified in this Agreement. If Seller does not cure or eliminate the new Title Defects, Purchaser may elect to terminate this AgreementAgreement or proceed to Closing as provided in Section 3.4(d) below. (d) If Seller is unable to cure or eliminate any Title Defects (including any new Title Defects revealed by the Updated Title Commitment to be provided to Purchaser as set forth in Section 3.4(c) above) within the time allowed, Purchaser may elect to terminate this Agreement within ten (10) days following the expiration of the curative period by giving written notice of termination to Seller, or, alternatively, Purchaser may elect to close its purchase of the Property, accepting the conveyance of the Property subject to such Title Defect(s), in which event the ▇Closing shall take place on the date specified in this Agreement, subject to any delays provided for above. If, by giving written notice to Seller within the time allowed, Purchaser elects to terminate this Agreement because of the existence of uncured Title Defects, the E▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party upon such return the obligations of the parties under this Agreement shall have any further obligations be terminated. The foregoing right of Purchaser to terminate this Agreement upon the other party except failure to cure a Title Defect which Seller is obligated to cure shall not be deemed to limit the Purchaser’s rights and remedies to which Purchaser might otherwise be entitled for the Surviving Obligationsbreach by Seller of any of its covenants, duties or obligations hereunder, or for the falsehood of any of the Seller’s material representations. (e) Purchaser may, at Purchaser’s expense, within the Inspection Period, obtain a boundary survey of the Land (“Survey”). Notwithstanding anything to the contrary contained in this Agreement, Seller The Survey shall be obligated prepared by a land surveyor duly licensed and registered as such in the State of Alabama, shall be certified by such surveyor to remove (or cause Purchaser, Purchaser’s counsel, Seller, Seller’s counsel and the Title Company, shall set forth the legal description of the Land and shall otherwise be in a form satisfactory to the Title Company to affirmatively insure over eliminate the standard survey exceptions from the Title Policy to be issued at Closing. Purchaser shall notify Seller in a manner reasonably acceptable writing within the period for Purchaser to Purchaser) (i) notify Seller of any deeds of trust, mortgages, and related loan documents securing Title Defects specifying any financing obtained by Seller, including, without limitation, matters shown on the existing loan with Continental Bank, N.A. (Survey which adversely affect the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior title to the Closing DateLand or constitute a zoning violation and the same shall thereupon the deemed to be Title Defects hereunder and Seller shall elect to cure or not cure the same as provided in Section 3.4(a) of this Agreement and if Seller elects to undertake the cure thereof it shall do so within the time and in the manner provided in Section 3.4(b) of this Agreement.

Title and Survey. Section 5.1 Within three (3) Business Days after the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy the most recent existing “as built” survey (“Existing Survey”) of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Companyin Seller's possession or control. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During have the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and right to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive cause an update to the Existing Survey (such update, the "Updated “Survey"”), dated subsequent to the Effective Date, by a licensed surveyor. For purposes of the property description to be included in the Deed, the legal description of the Real Property contained in the instrument by which Seller acquired its interest in the Real Property (the “Vesting Deed Legal”) by notifying Seller shall be used for all instruments hereunder; provided, however, if the legal description of such election the Real Property contained in writing prior to November 6, 1997. If Purchaser so electsthe Survey (the “Survey Legal”) differs from the Vesting Deed Legal, Seller shall, at Purchaser's sole ’s request, further convey to Purchaser the Real Property as described by the Survey Legal via quitclaim deed. The cost and of the Survey shall be borne by Purchaser. Section 5.2 Purchaser shall cause the Chattanooga office of Chicago Title Insurance Company (the “Title Company”), at Purchaser’s expense, obtain and to deliver to Purchaser within ten (10) days from the Effective Date, a current owner’s title policy commitment in the amount of the Purchase Price (hereinafter called the “Title Commitment”) for the issuance of an owner’s policy of title insurance on the Real Property (the “Title Policy”) to Purchaser from Title Company, together with best available copies of all documents (the “Underlying Documents”) constituting exceptions to Seller's title as reflected in the Title Commitment. Section 5.3 Purchaser shall deliver to Seller in writing such objections as Purchaser may have to anything contained or set forth in the Title Commitment, the Existing Survey and the Survey (“Purchaser's review Objection Notice”) within ten (10) Business Days of receipt of the Updated Survey. Purchaser shall have until last of the later of November 6Title Commitment, 1997 the Existing Survey and the date Underlying Documents, but in no event later than the fifth (5th) day following the end of the Inspection Period (Purchaser’s Objection Period”). It is agreed and understood that the Purchaser’s Objection Period may extend beyond the Inspection Period. Any items disclosed in the Existing Survey, Survey or Title Commitment to which is fifteen days Purchaser does not timely object during Purchaser’s Objection Period shall be deemed acceptable to Purchaser and shall constitute Permitted Exceptions; provided, however if at any time after receipt the expiration of the Purchaser Objection Period and before the Closing, the Survey or an update to the Title Commitment discloses any additional item that materially and adversely affects the operation of the Property as a multifamily asset and which was not disclosed on any version of the Title Commitment and or the Existing Survey (the “New Exception”) and such New Exception was not created by, through or under Purchaser (or parties acting by or through Purchaser), Purchaser shall have a period of three (3) Business Days from the date being referred of its receipt of such update (the “New Exception Review Period”) to as review and notify Seller in writing of Purchaser’s objection to the "Title Review Date"New Exception (a “New Exception Objection Notice”). Seller may, within three (3) for examination Business Days of Title Commitment and Existing Survey and the making its receipt of any Purchaser’s Objection Notice or New Exception Objection Notice, advise Purchaser in writing which objections thereto, said objections (if any) noted therein it shall cure or cause to be made in writing and delivered cured prior to the Closing (“Seller's Response”). In the event that Seller on does not respond to any Purchaser’s Objection Notice or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review DateNew Exception Objection Notice, Purchaser Seller shall be deemed to have accepted declined to cure Purchaser’s objections noted therein. Seller has no obligation to cure any title or survey exceptions except that Seller shall in all exceptions events be obligated to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4cause to be released or insured at Closing all items Seller agrees to cure in Seller’s Response, and cause to be released at Closing the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included existing mortgage loan in the term "Permitted Exceptions" as used hereinoriginal principal amount of $12,972,200 secured by the Property (the “Existing Loan”). In the event If, in Seller’s Response, Seller declines, or is deemed to have declined, to cure any item to which Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made objected in writing and delivered to Seller on any Purchaser’s Objection Notice or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateNew Exception Objection Notice, Purchaser shall be deemed entitled to have accepted the form terminate this Agreement and substance receive a return of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇E▇▇▇▇▇▇ Money Money; provided, however, Purchaser must exercise such right within five (5) days following receipt of Seller's Response (whether actual or deemed to have been given by Seller by its failure to timely deliver a Seller’s Response). In the event that Purchaser elects under such circumstances to proceed to Closing, any title objections which Seller declines, or is deemed to have declined to cure, shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateconstitute Permitted Exceptions.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an elction by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall(a) As evidence of title to the Real Property, within two (2) Business Days after the Effective Date, Purchaser shall order, at Seller's sole ’s cost and expense, obtain and upon receipt shall deliver to Purchaser for Purchaser's review Seller, a commitment for a standard an ALTA Form B owner's ’s policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "“Commitment”), issued by Chicago Title Commitment") on Insurance Company (the “Title Company”), in which the Title Company agrees to insure good and marketable title to the fee simple estate in the Real Property issued by subject to the Title Company. Seller has delivered to Purchaser a copy matters therein disclosed, for the full amount of the Existing Survey which Purchaser shall reimburse Purchase Price, upon execution and delivery of a special warranty deed from Seller for as provided in Section 4 hereof. During to Purchaser, along with copies of all documents relating to title exceptions referred to therein. (b) Within two (2) Business Days after the Due Diligence PeriodEffective Date, Seller shall obtain from the Title Company order, at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole ’s cost and expense, obtain and upon receipt deliver to Purchaser, a current survey for the Real Property (the “Survey”). The Survey shall (a) include a certification that it has been prepared in accordance with the Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys as adopted by the American Land Title Association and the National Society of Professional Surveyors (2005), and (b) be certified to Purchaser for Purchaser's review and the Updated Survey. Title Company. (c) If the Commitment or Survey disclose any matters to which Purchaser objects, Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made notify Seller in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any Purchaser’s objections on or before 5:00 p.m. (Chicago Time) on the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance fifth (5th) day after whichever of the Existing Commitment or Survey and all matters shown thereon; all such exceptions and matters shall is the later to be included in delivered to Purchaser (the term "Permitted Exceptions" as used herein“Objection Period”). In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination so notify Seller of the Updated Survey and the making of objections to matters shown thereon, any such objections prior to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Objection Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have until 5:00 p.m. (Chicago Time) on the right, but not the obligation except as hereafter provided, fifth (5th) day after Seller’s receipt of Purchaser’s written notice of objections in which to cure (by removal, endorsement or otherwise) remove Purchaser’s objections. If Seller is unable or unwilling to cure or remove such objections on or before within the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Dateday period, then Purchaser may as its only optionelect prior to the tenth (10th) day after Seller’s receipt of Purchaser’s written notice of objections to either terminate this Agreement by written notice to Seller, elect or waive the uncured or unremoved objections and proceed to either: Closing (without any reduction in the Purchase Price). Seller shall have no obligation to cure or remove any matters to which Purchaser objects except that Seller shall be obligated at Closing to discharge (i) waive all mortgages of Seller (regardless of whether Purchaser objects to such objection mortgages), and consummate the transaction contemplated by this Agreement; or (ii) all undisputed monetary liens arising by, through or under Seller (collectively, the “Monetary Liens”). The term “mortgage” as used herein includes any mortgage, deed of trust, deed to secure debt and similar security instrument securing an indebtedness of Seller and encumbering the Property or any portion thereof; the terms “discharge” and “discharged” as used herein include compliance with a bonding procedure that allows the mortgage or item to be removed from the title exceptions in the title insurance policy. If Purchaser timely elects to terminate this AgreementAgreement pursuant to the preceding sentences, in which event this Agreement shall terminate, the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser Purchaser, and neither party shall have any further obligations obligation to the other party arising out of this Agreement except for the Surviving Obligationsthose obligations under this Agreement which expressly survive termination. Notwithstanding anything Failure by Purchaser to provide Seller with Purchaser’s written notice of termination pursuant to the contrary contained in this Agreement, Seller preceding sentences shall be obligated deemed an election by Purchaser to remove waive its objections, to proceed to Closing, and to accept such title as Seller is able to convey, but with Seller curing all Monetary Liens (without any reduction in the Purchase Price). Any matters regarding title and survey that Purchaser waives (or cause the Title Company is deemed to affirmatively insure over in a manner reasonably acceptable to Purchaserhave waived) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior pursuant to the Closing Dateforegoing provisions, shall be deemed “Permitted Exceptions”.

Title and Survey. Seller shallcovenants and agrees that Seller, at Seller's its sole ---------------- cost and expense, obtain and shall, on or before ten (10) days after the Effective Date of this Agreement cause First American Title Insurance Company, or such other such title insurance company acceptable to Purchaser (herein referred to as the "Title Company"), to deliver to Purchaser for Purchaser's review a its commitment for a standard owner's policy of title insurance along with a copy of each instrument listed (herein referred to as an exception thereon other than Seller's debt instruments (the "Title Commitment") to issue to Purchaser, upon the recording of the Special Warranty Deed conveying title to the Property from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner's policy (ALTA 1992) of title insurance with extended coverage, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Property to be in Purchaser without exception (including any general exception) except for matters set forth on Exhibit "C" attached hereto and by this reference made a part thereof (herein referred to as the "Permitted Exceptions"). The Title Policy to be issued shall not contain any exception for mechanic's or materialman's liens or any exception for unpaid taxes other than an exception for taxes not yet due and payable. Such Title Policy shall not contain any exception for rights of parties in possession other than an exception for the right of the Tenants (as hereinafter defined) under the Leases. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, the Title Commitment shall provide that such exception will be deleted upon the presentation of an "as-built" survey, in which case the Title Commitment shall be amended to contain an exception only for the matters shown on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey as-built survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's its sole cost and expense a survey endorsement and, if and for the benefit of Purchaser. Seller shall also cause to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver be delivered to Purchaser for together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after upon receipt of the Title Commitment and Existing Survey (such date being the copies of the documents and instruments referred to as therein, shall then have twenty (20) days from the "Title Review Date") for examination later of Title Commitment and Existing Survey and the making date of such delivery or the Effective Date during which to examine the same, after which Purchaser shall notify Seller of any defects or objections thereto, said objections affecting the marketability of the title to be made in writing and delivered the Property including the Permitted Exceptions. Purchaser shall also have the right to Seller on or before object to any matters arising subsequent to the end date of the Title Review DateCommitment. If Purchaser Seller shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey Closing to cure such defects and the making of objections and shall, in good faith, exercise reasonable diligence to matters shown thereon, cure such objections to be made in writing defects and delivered to Seller on or before the expiration of the Title Review Dateobjections. If Purchaser shall fail Seller fails to make any satisfy such defects or objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before by the date specified aboveof Closing, then Seller shall have then, at the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to option of Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive if any such objection defects or objections arose by, through, or under Seller or if any such defects or objections consist of taxes, mortgages, deeds of trust, deeds to secure debt, mechanic's or materialman's liens, or other such monetary encumbrances, Purchaser shall have the right to cure such defects or objections, in which event the Purchase Price shall be reduced by an amount equal to the costs and consummate expenses incurred by Purchaser in connection with the transaction contemplated by curing of such defects or objections, and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement; or (ii) Purchaser shall have the right to terminate this AgreementAgreement by giving written notice of such termination to Seller, in which event the whereupon any ▇▇▇▇▇▇▇ Money shall be returned refunded promptly to Purchaser, and Purchaser and neither party Seller shall have any no further obligations to the other party rights, obligations, or liabilities hereunder, except for the Surviving Obligations. Notwithstanding anything as may be expressly provided to the contrary contained herein; or (iii) Purchaser shall have the right to accept title to the Property subject to such defects and objections with no reduction in this Agreementthe Purchase Price, Seller in which event such defects and objections shall be obligated deemed "Permitted Exceptions"; or (iv) Purchaser may elect to remove extend the Closing for thirty (or cause 30) days in order to allow Seller additional time to satisfy such defects and objections. If the Title Company Purchaser elects option (iv) above, and such defects and objections are not cured by Seller to affirmatively insure over the satisfaction of Purchaser within such extended time period, Purchaser shall then have the options set forth in a manner reasonably acceptable to Purchaser) items (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller ), and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateabove.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver Purchaser shall order a title commitment from the Title Company with respect to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Property (the "“Title Commitment") on the Real Property issued by ”), and shall direct the Title Company. Seller has delivered Company to Purchaser send a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofTitle Commitment and any update thereto to Seller. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive order an update to of the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after promptly upon receipt of the Title Commitment and cause such update to be delivered to Purchaser. Purchaser shall cause a copy of any revisions to such update of the Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller. Seller on or before the end of the Title Review Date. If Purchaser shall fail to make pay any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except cost for exceptions 1, 2, 3 and 4, and the form and substance an update of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinrevisions thereto ordered through ▇▇▇▇▇▇▇▇▇▇▇▇. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall will have until five (5) Business Days prior to the Title Review Date for examination end of the Updated Survey and Initial Inspection Period to give written notice (the making “First Title Notice”) to Seller of objections to matters shown thereon, such objections as Purchaser may have to be made any exceptions to title disclosed in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or in the Existing Survey or otherwise in Purchaser’s examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice (a “Subsequent Title Notice”) to Seller of exceptions to title are made within first appearing of record with respect to the Property after the effective date of the most recent previous Title Review Period, Commitment or (ii) title examination or matters of survey which would not have been disclosed by an accurate updated ALTA survey prior to the Updated Survey are made before the date specified above, then Effective Date. Seller shall will have the right, but not the obligation (except as hereafter providedto Monetary Objections), to attempt to remove, satisfy or otherwise cure (by removal, endorsement or otherwise) such objections on or before any exceptions to title to which the Closing Date in a manner reasonably acceptable to PurchaserPurchaser so objects. If the objections are not cured by Seller no later than Within five (5) days before Business Days after receipt of the scheduled First Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of the election of Seller with respect to the objections in the First Title Notice. Within five (5) Business Days after receipt of any Subsequent Title Notice, Seller shall give written notice to Purchaser informing the Purchaser of the election of Seller with respect to the objections in such Subsequent Title Notice. If Seller fails to give written notice of election within such five (5) Business Day period, Seller will be deemed to have elected not to attempt to cure the objections (other than Monetary Objections) set forth in the First Title Notice or such Subsequent Title Notice, whichever is applicable. If Seller elects to attempt to cure any objections, Seller will be entitled to one or more reasonable adjournments of the Closing Dateof up to but not beyond the thirtieth (30th) day following the Closing Date to attempt such cure, then but, except for Monetary Objections, Seller will not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in such event will be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within three (3) Business Days after receipt of written notice from Seller either of the election of Seller not to attempt to cure any objection or of the determination of Seller, in which event having previously elected to attempt to cure, that Seller is unable or unwilling to do so (or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections), and upon any such termination under this clause (ii) Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be is obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Seller shall7.3.1 Within ten (10) days after the Opening of Escrow, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller Buyer shall obtain from Escrow Holder a preliminary report of title prepared by the title department of Escrow Holder regarding the Property (“Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsementsCommitment”). Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until twenty (20) days following the later of November 6, 1997 and the date which is fifteen days after (a) its receipt of the Title Commitment and Existing Survey any existing survey provided to Buyer pursuant to Section 7.3.2 below, and (such date being referred b) the Opening of Escrow (“Title Objection Period”) in which to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making give Seller written notice of any objections theretoBuyer has, said objections in Buyer’s sole and absolute discretion, to be made in writing and delivered to Seller any matters shown on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included (“Title Objection Notice”). All objections raised by Buyer in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title manner herein provided are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then hereafter called “Objections.” Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure remedy or remove all Objections (by removal, endorsement or otherwiseagree irrevocably in writing to remedy or remove all such Objections at or prior to Closing) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five within ten (510) days before following Buyer’s delivery of the scheduled Closing DateTitle Objection Notice (“Seller’s Cure Period”). In the event Seller fails to notify Buyer that Seller agrees irrevocably in writing to remedy or remove any Objections at or prior to Closing, or Seller is unable to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within Seller’s Cure Period, then Purchaser may as its only optionBuyer, elect within three (3) business days after the expiration of Seller’s Cure Period, shall deliver to either: Seller written notice (a “Title Election Notice”) electing, in Buyer’s sole and absolute discretion, to either (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, or (ii) unconditionally waive any such Objections. If Buyer fails to timely deliver to Seller a Title Election Notice, Buyer shall conclusively be deemed to have elected (i) above. If Buyer does not elect, or is not conclusively deemed to have elected, to terminate this Agreement as set forth above, all matters reflected on the Title Commitment and the survey, which Seller has not otherwise elected in writing to cure, shall constitute permitted title exceptions approved by Buyer (the “Permitted Exceptions”) for all purposes of this Agreement. Any new title or survey information received by Seller or Buyer after the expiration of the Title Objection Period or Seller’s Cure Period, as applicable, from a supplemental title report obtained from the Escrow Holder, survey or other source which event is not the ▇▇▇▇▇▇▇ Money result of the acts or omissions of Buyer or its agents, contractors or invitees (each, a “New Title Matter”) shall be returned to Purchaser and neither party shall have any further obligations subject to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained same procedure provided in this AgreementSection 7.3.1 (and the Date of Closing shall be extended commensurately if the Closing would have occurred but for those procedures being implemented for a New Title Matter), except that the Buyer’s Title Objection Period and Seller’s Cure Period for any New Title Matters shall be five (5) business days each. Seller, without duty of inquiry, shall notify Buyer in writing of any New Title Matter within two (2) business days after Seller’s receipt thereof. Close of Escrow shall be delayed as needed to accommodate such additional time periods. 7.3.2 Within three (3) business days after the Opening of Escrow, Seller shall be obligated provide Buyer with a copy of any existing survey of the Property in Seller’s possession or control. Buyer may elect to remove (obtain, at Buyer’s expense, a new survey or cause revise, modify, or recertify an existing survey of the Property as necessary in order for the title department of Escrow Holder to delete the survey exception from title or to otherwise satisfy Buyer’s objectives, however the Title Company to affirmatively insure over in Objection Period shall not be extended as a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateresult thereof.

Title and Survey. Seller shallTo the extent not ordered prior to the Effective Date, at Seller's sole cost and expenseno later than three (3) business days following the Effective Date, obtain and deliver to (i) Purchaser for Purchaser's review shall order a title commitment for a standard owner's title policy of title insurance along with for the Property (collectively, the “Title Report”) from the Title Company and deliver a copy of each instrument listed as an exception thereon other such Title Report to Seller upon receipt thereof and (ii) Purchaser shall order one or more ALTA surveys from a surveyor licensed in the State in which the Property is located (collectively, the “Survey”). Purchaser shall have the right, in accordance with this Section 5.3.1, to terminate this Agreement due to Title Objections no later than Seller's debt instruments 5:00 p.m. Eastern Time on January 15, 2026 (the "“Title/Survey Investigation Period”). Purchaser shall have until 5:00 p.m. Eastern Time on January 12, 2026 to notify Seller of any objections (the “Title Commitment"Objections”) (excluding any Permitted Encumbrances) with respect to the Title Report and the Survey based on its review thereof. If Purchaser does not give such notice, such failure shall be conclusively deemed to be full and complete approval of the Real Property issued Title Report and the Survey and any matter disclosed therein. If Purchaser does give such notice, Seller shall have two (2) business days after receipt thereof to notify Purchaser whether Seller will cause, or elects not to cause, any or all of the Title Objections disclosed therein to be removed or insured over by the Title Company. Seller’s failure to notify Purchaser within such two (2) business day period as to any Title Objection shall be deemed an election by Seller has delivered not to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from remove or have the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of insure over such election in writing prior to November 6, 1997Title Objection. If Seller notifies or is deemed to have notified Purchaser so electsthat Seller shall not remove nor have the Title Company insure over any or all of the Title Objections, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt end of the Title/Survey Investigation Period to either (1) terminate this Agreement and receive a refund of the Deposit or (2) waive such Title Commitment Objections and Existing Survey (proceed to Closing without any abatement or reduction in the Purchase Price on account of such date being referred Title Objections. If Purchaser does not give such notice prior to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review DateTitle/Survey Investigation Period, Purchaser shall be deemed to have accepted all exceptions elected to the waive such Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 Objections and 4, proceed to Closing (and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then thereafter Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections no right to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned Agreement pursuant to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"Section 5.3.1), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. 3.2.1 Seller shallhas obtained and delivered to Purchaser a title commitment and copies of all items shown as exceptions therein (the “Title Commitment”) from the Title Company. Seller, at Seller's its sole cost and expense, expense shall obtain and deliver to Purchaser for Purchaser's review a commitment for a standard (i) an owner's ’s policy of title insurance along with insuring the Land and the Improvements in the amount of the Purchase Price, and (ii) a copy current survey of each instrument listed as an exception thereon other than Seller's debt instruments the Land prepared by a qualified surveyor licensed in the State of Missouri (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated “Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. ”). 3.2.2 Purchaser shall have until the later of November 65:00 p.m., 1997 and Denver, Colorado time, on the date which is fifteen 15 days after receipt the Effective Date, in which to provide written notice to Seller (“Title/Survey Notice”) of any matters affecting title to the Property, including those disclosed by the Title Commitment Commitment, but expressly excluding those shown on Exhibit 3.2.2, attached hereto (collectively, the “Title Objections”), or shown on the Survey, (collectively, the “Survey Objections”) which are not satisfactory to Purchaser. A Title/Survey Notice must specify the reason each Title Objection and Existing each Survey Objection is not satisfactory and Purchaser’s proposed curative steps to remove the basis for Purchaser’s dissatisfaction. In the event that Purchaser provides Seller with a Title/Survey Notice, the parties shall, during the Title/Survey Objection Cure Period (hereinafter defined), make such date being referred arrangements or take such steps as they shall mutually agree to as the "satisfy Purchaser’s objection(s); provided, however, that Seller shall have no obligation whatsoever to expend or agree to expend any funds to undertake or agree to undertake any obligations or otherwise to cure or agree to attempt to cure and Title Review Date") for examination of Title Commitment Objections or Survey Objections, and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall not be deemed to have accepted all exceptions any obligation to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all attempt to cure any such matters shown thereon; all unless Seller expressly undertakes such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event an obligation by a written notice given to or written agreement entered into with Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title/Survey Objection Cure Period and which recites that it is in response to a Title/Survey Notice. Notwithstanding the immediately preceding sentence, Seller hereby agrees to undertake to cure any Title Review Date. If Purchaser shall fail to make any such objections Objection to the Updated extent such Title Objection represents a monetary lien or monetary encumbrance to which the Seller acquiesced or which item was caused by Seller. As used herein, the term “Title/Survey Objection Cure Period” shall mean that period beginning on the date on which Seller receives a Title/Survey Notice and ending on the fifth (5th) day prior to the Date of Closing; provided, however, that Seller may, but shall not be obligated to, in its sole discretion, extend the Title/Survey Objection Cure Period for up to thirty (30) days in order to attempt to cure any Title Objection(s) specified by Purchaser in the Title/Survey Notice. 3.2.3 Purchaser’s sole right with respect to any Title Objections or Survey Objections contained in a Title/Survey Notice given in a timely manner which Seller has not expressly agreed to attempt to cure (and which Seller is not otherwise obligated to cure as set forth in 3.2.2 above) shall be to elect to terminate this Agreement and receive, as its sole remedy, a refund of the Deposit, or to waive such Title Objection or Survey Objection and proceed to Closing with such matters being added to, and made a part of, the Permitted Exceptions. 3.2.4 Any (a) existing title or survey matters which are not included as Title Objections or Survey Objections in a Title/Survey Notice given by Purchaser to Seller on or before such date5:00 p.m. Denver, Colorado time on the Approval Date; or (b) Title Objections or Survey Objections with respect to which a timely Title/Survey Notice is given, but which have not been cured by Seller in the Title/Survey Objection Cure Period or for which Seller has not expressly agreed to attempt to cure, and which Purchaser has waived by not terminating this Agreement as aforesaid, shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included approved by Purchaser as “Permitted Exceptions” as provided in Section 3.4. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datehereof.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to (a) Purchaser has obtained the Title Commitment for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller and has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from caused the Title Company at to furnish the Title Commitment to Seller's sole cost and expense a survey endorsement and, if and together with copies of all instruments referred to the extent available, contiguity, fairway and PUD endorsementsthereon as exceptions to title. Purchaser may elect to receive also obtain an update to of Seller's most recent ALTA “as built” survey of the Existing Survey Real Property (the "Updated “Survey"”) by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shalla licensed surveyor or registered professional engineer, at Purchaser's sole cost expense. The Survey (and expense, obtain all related survey certifications) shall be addressed to both Purchaser and deliver to Purchaser for Purchaser's review the Updated SurveySeller. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt deliver two originals of the Title Commitment and Existing final Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then promptly upon receipt thereof by Purchaser. (b) Purchaser shall have until the Title Review Objection Date for examination to give Seller a single written notice (the “Title Objection Notice”) that sets forth in reasonable detail any objections that Purchaser has to title or survey matters affecting the Property (the “Purchaser Title Objections”); provided, however, that Purchaser shall have no right to object to any of the Updated matters set forth within subsections (a) through (h) of the definition of Permitted Exceptions. If Purchaser fails to include an objection to any title or survey matter affecting the Property as of the date of the Survey or the effective date of the Title Commitment, as applicable, in the Title Objection Notice, or if Purchaser fails timely to give Seller a Title Objection Notice, any such matters shall be Permitted Exceptions and Purchaser shall have no further right to object to such matters. Upon receipt of the making of objections to matters shown thereonTitle Objection Notice, such objections to be made in writing and delivered to Seller on or before shall have until the expiration of the Study Period to give Purchaser notice as to whether Seller elects to use reasonable efforts to Remove the Purchaser Title Review Objections by the Closing Date. If Seller fails to give Purchaser shall fail to make any written notice of such objections to election before the Updated Survey on or before such dateend of Seller’s Title Election Period, Purchaser Seller shall be deemed to have accepted elected not to attempt to Remove the form and substance Purchaser Title Objections. If Seller elects or is deemed to have elected not to attempt to Remove any one or more of the Updated Survey Purchaser Title Objections, such Purchaser Title Objections shall constitute Permitted Exceptions and all Purchaser shall have until the end of the Study Period to determine whether to take title to the Property subject to such matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsor to terminate this Agreement in accordance with Section 5.2. If Seller elects to use reasonable efforts to Remove any objections one or more of the Purchaser Title Objections, Seller shall have until the Closing Date to cause the same to be Removed, failing which Purchaser shall have the option of either (i) accepting the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, as it then is or (ii) terminating this Agreement and demanding a refund of the Updated Survey are made before Deposit, which shall be returned to Purchaser promptly following Purchaser’s certification that it has complied with its obligations under Section 5.3(c); thereupon, except for except for those obligations that expressly survive the date specified abovetermination of this Agreement, then Purchaser and Seller shall have the rightno further obligations or liabilities under this Agreement. If Seller elects to use reasonable efforts to Remove any one or more Purchaser Title Objections, but not the obligation except as hereafter provided, Seller shall use such efforts to cure (by removal, endorsement or otherwise) Remove such objections Purchaser Title Objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect except that (y) Seller shall in no event be required to either: bring suit to clear any claimed title or survey defects and (iz) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for Voluntary Liens, Seller shall not be required to expend more than a total of Twenty Five Thousand Dollars ($25,000) in the Surviving Obligations. aggregate to Remove the Purchaser Title Objections. (c) Notwithstanding anything to the contrary contained in this Agreementherein, all Voluntary Liens will be satisfied by Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateor, if not so satisfied, shall be satisfied at Closing out of the proceeds otherwise payable to Seller. To enable Seller to make conveyance as herein provided, Seller may, at the time of Closing, use the Purchase Price or any portion thereof to clear the title of any or all encumbrances or interests, provided that provision reasonably satisfactory to Purchaser’s attorney is made for recording of all instruments so procured in accordance with conveyancing practice in the jurisdiction in which the Property is located. (d) Seller shall be entitled to extend the Closing Date pursuant to Section 6.1(b) for the purpose of Removing any exceptions to title that are not Permitted Exceptions. (e) Purchaser shall be entitled to request that the Title Company provide such endorsements to the Purchaser’s title insurance policy as Purchaser or Purchaser’s lender may reasonably require, provided that such endorsements or amendments shall be at no cost to, and shall impose no additional liability on, Seller.

Title and Survey. Seller shallPrior to the execution of this Agreement, Purchaser shall order from the Title Company a preliminary owner’s title commitment with respect to the Property issued in favor of Purchaser (the “Title Commitment”). Purchaser shall request that the Title Company make copies of the Title Commitment, and copies of all underlying recorded exceptions referenced in the Title Commitment, available to Seller. In addition, within three (3) business days after the execution of this Agreement, Purchaser shall arrange, at Seller's sole cost and Purchaser’s expense, obtain for the preparation of one or more updates of the Existing Survey (such update, the “Survey”), which Survey shall be certified to Purchaser, Seller and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to , and Purchaser shall deliver a copy of the Existing Survey which to Seller. Purchaser shall reimburse have until March 27, 2007 to give written notice (the “Title Notice”) to Seller for of such objections as provided Purchaser may have to any exceptions to title disclosed in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company Commitment or in the Survey or otherwise in Purchaser’s examination of title. From time to time at Seller's sole cost any time after the Title Notice and expense a survey endorsement and, if and prior to the extent availableClosing Date, contiguity, fairway and PUD endorsements. Purchaser may elect give written notice (a “Subsequent Title Notice”) to receive Seller of exceptions to title first appearing of record with respect to the Property after the effective date of the most recent previous Title Commitment or updated Title Commitment or matters of survey which matters of record or matters of survey would not have been disclosed by an accurate updated examination of title or an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the initial Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then initial Survey. Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections affecting the Property), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (by removal3) Business Days after receipt of Purchaser’s Title Notice, endorsement Seller shall give written notice to Purchaser informing the Purchaser of Seller’s election with respect to the objections in the Title Notice. Within three (3) Business Days after receipt of Purchaser’s Subsequent Title Notice, if any, Seller shall give written notice to Purchaser informing Purchaser of Seller’s election with respect to the objections in such Subsequent Title Notice. If Seller fails to give written notice of election within such three (3) Business Day period, Seller shall be deemed to have elected not to attempt to cure the applicable objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or otherwise) such objections on or before more reasonable adjournments of the Closing Date of up to but not beyond the tenth (10th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Objections affecting the Property, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections affecting the Property, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser’s sole remedy hereunder in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within three (3) Business Days after receipt of written notice from Seller either of Seller’s election not to attempt to cure any objection or of Seller’s determination, in which event having previously elected to attempt to cure, that Seller is unable or unwilling to do so (or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections), whereupon Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of Monetary Objections affecting the requirements set forth in Schedule B - Section 1 of the Commitment Property at or prior to Closing, and Seller may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. (a) Seller shallshall order within three (3) days following the Effective Date, at Seller's sole cost and expenseif it has not previously done so, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of preliminary title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments report (the "“Title Commitment"”) on the Real Property to be issued by the Title Company. Purchaser shall promptly order an ALTA/ACSM “as-built” survey of the Property certified to the Title Company, Purchaser, Seller has and, if applicable, Purchaser’s lender (“Survey”). Copies of the Title Commitment, legible copies of all documents of record which are specifically referenced or listed as exceptions in the Title Commitment, and the Survey (collectively, the “Title Materials”), shall be delivered to Seller, Purchaser and, if applicable, Purchaser’s lender. Before the later of (i) ten (10) days after Purchaser’s receipt of all of the Title Materials, and (ii) the expiration of the Due Diligence Period (“Title Review Period”), Purchaser shall furnish Seller with a written statement of objections, if any, to title to the Property (“Objections”). If an update or endorsement to the Title Commitment delivered to Purchaser or a revision to the Survey (“Title/Survey Update”) discloses a title or Survey matter that was not disclosed in the Title Commitment, on the Survey or in a previous Title/Survey Update, Purchaser may deliver to Seller, within five (5) days following Purchaser’s receipt of the Title/Survey Update (“Title/Survey Update Review Period”) a written Objection to such defect first disclosed on the Title/Survey Update accompanied by a copy of the Existing Title/Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofUpdate. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted agreed to accept title subject to all exceptions to matters reflected in the Title Commitment and any Title/Survey Update and to the state of facts shown on Schedule Bthe Survey, Section IIother than Objections that have been timely given and provided that, except for in no event shall Purchaser be deemed to have agreed to accept title subject to (i) monetary liens, encumbrances or security interests against Seller and/or the Property, (ii) encumbrances that have been voluntarily placed against the Property by Seller after the Effective Date without Purchaser’s prior written consent and that will not otherwise be satisfied on or before the Closing or (iii) exceptions 1that can be removed from the Title Commitment by Seller’s delivery of a customary owner’s title affidavit or gap indemnity (all of the foregoing hereinafter collectively referred to as the “Seller’s Required Removal Items”). All title matters and exceptions set forth in the Title Commitment and any Title/Survey Update and the state of facts shown on the Survey which are not Objections, 2or which are thereafter deemed to be accepted or waived by Purchaser as hereinafter provided, 3 other than the Seller’s Required Removal Items, are hereafter referred to as the “Permitted Exceptions.” (b) If Purchaser notifies Seller within the Title Review Period or the Title/Survey Update Review Period, as applicable, of Objections, then within five (5) days after Seller’s receipt of Purchaser’s notice, Seller shall notify Purchaser in writing (“Seller’s Title Response Notice”) of the Objections which Seller agrees to satisfy at or prior to the Closing, at Seller’s sole cost and 4expense, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters Objections that Seller cannot or will not satisfy. Failure by Seller to respond to Purchaser by the expiration of said five (5) day response period shall be included deemed as Seller’s election not to cure the Objections raised by Purchaser. Notwithstanding the foregoing, Seller shall, in any event, be obligated to satisfy Seller’s Required Removal Items. If Seller chooses not to satisfy, or is deemed to elect not to cure, all or any of the term "Permitted Exceptions" as used herein. In Objections that Seller is not obligated to satisfy, Seller shall notify Purchaser thereof within the event Purchaser elects to receive the Updated Surveyallowed five (5) day period, then Purchaser shall have until the Title Review Date for examination option, to be exercised within five (5) days following Purchaser’s receipt of the Updated Survey and the making of objections Seller’s Title Response Notice or five (5) days after Seller is deemed to matters shown thereon, such objections elect not to be made in writing and delivered to Seller on or before the expiration cure any of the Title Review Date. If Purchaser shall fail Objections that Seller is not obligated to make any such objections satisfy, of either (i) terminating this Agreement by giving written notice of termination to Seller, or (ii) electing to consummate the Updated Survey on or before such datepurchase of the Property, in which case Purchaser shall be deemed to have accepted the form waived such Objections and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters Objections shall be included as become “Permitted Exceptions” for all purposes hereunder. If any objections Failure by Purchaser to (i) respond to Seller by the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than expiration of said five (5) days before day response period shall be deemed its election to waive the scheduled Closing Dateapplicable Objection(s), then which shall become “Permitted Exceptions.” If, at or prior to the Closing, Seller is unable or unwilling to satisfy any Objections that Seller has agreed to satisfy in Seller’s Title Response Notice, Purchaser may as its only shall have the option, elect to either: at Purchaser’s sole discretion and without limiting any other right or remedy of Purchaser, (i) waive to postpone the Closing Date for up to thirty (30) days to allow Seller additional time to satisfy such objection and consummate the transaction contemplated by this Agreement; or Objections, (ii) to terminate this AgreementAgreement by giving written notice of termination to Seller, in which event whereupon the Escrow Agent shall promptly deliver the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove reimburse Purchaser for its Termination Costs (or cause the Title Company to affirmatively insure over as defined in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"Section 12.1), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy close this transaction in accordance with the terms and provisions hereof and accepting title in its then existing condition with all of the requirements matters set forth in Schedule B - Section 1 of the Title Commitment at or prior on the Survey (other than Seller’s Required Removal Items and Objections that Seller has cured) being deemed to the Closing Datebe Permitted Exceptions.

Title and Survey. On or prior to 5:00 P.M. Mountain time on ---------------- April 10, 2000, Buyer shall deliver in writing to Seller shallsuch objections as Buyer may have to anything contained in the Survey or Title Commitment. If Buyer has not yet received the Survey or Title Commitment by such deadline, at Seller's sole cost and expenseBuyer shall deliver objections to Seller based on the existing survey dated June 4, obtain and deliver to Purchaser for Purchaser's review 1999 having a commitment for a standard owner's policy most recent revision date of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments August 19, 1999 (the "Title CommitmentExisting Survey") on and Seller's existing title commitment with respect to the Real Property issued by (the "Existing Commitment"), with a right to update Buyer's objection letter based on changes appearing in the Survey and Title Commitment when received. Any such item disclosed in the Survey or the Title Company. Seller has delivered to Purchaser a copy of Commitment (or the Existing Survey and Existing Commitment, if applicable) to which Purchaser Buyer does not object by such date shall reimburse be deemed a "Permitted Exception." Within five (5) days of receipt of any notice of objections by Buyer (it being understood that Buyer may deliver one or more such notices), Seller for as provided in Section 4 hereofshall notify Buyer either (i) of the actions that Seller will take to correct Buyer's objections, or (ii) that Seller will not or cannot satisfy all or certain of the items of which Buyer has given notice of objection. During If Seller fails to timely respond, Seller shall be deemed to have elected not to correct any such objections. Buyer shall, within two (2) days after receipt or deemed receipt of Seller's notice that Seller cannot or will not satisfy certain objections (the "Uncured Title Objections"), either (a) waive such Uncured Title Objections, and proceed to close this transaction (subject to Buyer's right to give notice of other objections within the Due Diligence Period), Seller or (b) terminate this Agreement by giving written notice to Seller; provided, however, that Buyer shall obtain from have the right to have any Uncured Title Objections constituting liens or monetary claims satisfied out of the proceeds of the Purchase Price at Closing and receive a credit for such amounts. If Buyer does not give notice of its election to waive such Uncured Objections, it shall be presumed that Buyer has elected to terminate pursuant to clause (b) above. Current Real Property taxes and assessments not yet due and payable, any additional exceptions to be added to the Title Commitment by the Title Company at Seller's sole cost and expense a survey endorsement and, if and as disclosed by the Survey or upon deletion of standard printed Exceptions Nos. 1 through 5 unless objected to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect by Buyer as provided above shall be deemed to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997be Permitted Exceptions. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt delivery of the Title Commitment and Existing Survey and prior to Closing the Title Company gives notice to Buyer of any additional exceptions to title, Buyer shall have the right to give further notice within five (5) business days that Buyer considers such date being referred to as the exceptions Uncured Title Objections ("Additional Uncured Title Review DateObjections") for examination of Title Commitment and Existing Survey and the making of any objections theretoforegoing procedures shall also be applicable to such Additional Uncured Title Objections; provided, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Datehowever, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to that (i) if the Title Commitment Closing would otherwise occur before Buyer has had a full period for waiving the objections or Existing Survey or exceptions terminating this Agreement, Buyer shall have the right to title are made within extend the Title Review Period, or Closing to permit the periods for notice as provided above; (ii) if Seller notifies Buyer that Seller intends to take actions approved by Buyer (which approval shall not be unreasonably withheld) to correct the Updated Survey are made before the date specified aboveAdditional Uncured Title Objections, then Seller shall have the right, but not the obligation except as hereafter provided, right to cure (by removal, endorsement or otherwise) such objections on or before extend the Closing Date in a manner reasonably acceptable for up to Purchaser. If the objections are not cured by Seller no later than five sixty (560) days before the scheduled Closing Datefor purposes of completing such actions, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) if Seller fails to correct the Additional Uncured Title Objections for any tax reason within the 60-day period, if applicable, Buyer shall have the right to have any Additional Uncured Title Objections constituting liens or judgment liens against Seller. Seller agrees to use best efforts to satisfy all monetary claims satisfied out of the requirements set forth in Schedule B - Section 1 proceeds of the Purchase Price at Closing and receive a credit for such amounts. At Closing, Seller shall pay for the costs of the owner's title policy for Buyer issued in accordance with the Title Commitment at and for any endorsements that Seller has agreed to obtain to correct Buyer's objections as referred to above; Buyer shall pay for any other endorsements or prior to the Closing Datecoverages that Buyer requires.

Title and Survey. 6.1 Seller shallshall convey and Buyer shall accept, at Seller's sole cost subject to the right of Buyer to review and expenseapprove all title matters, obtain documents and deliver plats of record in regard to Purchaser for Purchaser's review a commitment for a standard owner's policy the condition of title to the Property, title such as the Title Company will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller’s existing title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments policy for the Real Estate (the "“Existing Title Commitment"Policy”) on and of Seller’s existing survey of the Real Property issued by Estate (the Title Company“Existing Survey”). Seller has delivered to Purchaser a copy Promptly following the execution of this Agreement, Buyer may (if it so elects) obtain(see Section 6.4 for allocation of costs) updates of the Existing Survey which Purchaser to the certification standards described upon the Surveyor’s certification attached hereto as Exhibit 13 and made a part hereof (such updated survey hereinafter referred to as the “Updated Survey”); if Buyer does obtain such an Updated Survey, Buyer shall reimburse cause it to be certified to Seller and Buyer shall promptly furnish Buyer, Seller and the Title Company with a copy thereof. Promptly following the execution of this Agreement, Buyer shall also (see Section 6.4 for as provided in Section 4 hereofallocation of costs) obtain a commitment for ALTA Form B Leasehold Title Insurance (the “Title Commitment”); and Buyer shall promptly cause the Title Company to furnish Seller and Buyer with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). During Not later than the expiration of the Due Diligence Period, Buyer shall give Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing written notice (“Buyer’s Title/Survey (the "Updated Survey"Notice”) by notifying Seller of such election any title exceptions which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing and/or the Survey which are not Permitted Exceptions. Failure by Buyer to give Buyer’s Title/Survey Notice (such date being referred or to as object to any matter referenced in the "Title Review Date"Commitment) for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end said date shall constitute Buyer’s final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Buyer’s Title/Survey Notice shall be deemed timely given Seller shall have a period of fifteen (15) days following Seller’s receipt of Buyer’s Title/Survey Notice, to commence to remove, correct, cure or satisfy (provided Seller does in fact elect to so remove, correct, cure or satisfy) any title exceptions that were identified in Buyer’s Title/Survey Notice as not being Permitted Exceptions, it being nevertheless agreed that Seller shall have accepted all exceptions no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction (except that notwithstanding the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters foregoing Seller shall be included required to remove or discharge any fee mortgages or deeds of trust, as well as any other liens in the term "Permitted Exceptions" as used hereinan ascertainable dollar amount). In the event Purchaser that Seller elects not to receive attempt to remove, correct, cure or satisfy the Updated Surveymatters raised in Buyer’s Title/Survey Notice, then Purchaser shall have until or if having elected to do so, does not within thirty (30) days thereafter, (or such additional time as is reasonably necessary (not to exceed an additional fifteen (15) days without Buyer’s written consent) to remove, correct, cure or satisfy the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make matter(s) so raised using commercially reasonable good faith efforts) effectuate any such objections to the Updated Survey on removal, correction, cure or before such datesatisfaction as aforesaid (hereinafter called “title correction”), Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, right at its sole option either (a) to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser Buyer and neither party shall thereafter have any further liability hereunder, or (b) to accept such title as is disclosed by the Title Commitment and/or Survey without title correction and without Survey correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within three (3) days following Buyer’s receipt of written notification by Seller that Seller has not effectuated (or has elected not to effectuate) title correction. In the event that Seller (even though under no duty to do so) shall undertake title correction and/or Survey correction as aforesaid, and shall be successful, this Agreement shall continue in full force and effect and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title and/or Survey correction, Buyer shall have the same alternative rights as Buyer would have in the event Seller had declined to seek title and/or Survey correction (as set forth above). Buyer shall make its election within three (3) days after Buyer’s receipt of written notice from Seller to Buyer of the extent to which title and/or the Survey has been corrected. 6.2 If at the Closing Date there may be any liens or encumbrances which render title unmarketable or otherwise are not permitted title exceptions hereunder, and which Seller is obligated or desires to pay and discharge, Seller may use any portion of the balance of the Purchase Price to satisfy the same, provided Seller shall simultaneously either deliver to Buyer at the Closing instruments in recordable form and sufficient to satisfy such liens and encumbrances of record together with the cost of recording or filing said instruments; or provided that Seller has made arrangements with the title company in advance of Closing, Seller will deposit with said company sufficient monies, acceptable to and required by it to insure obtaining and the recording of such satisfactions and the issuance of title insurance to Buyer either free of any such liens and encumbrances, or with insurance against enforcement of same out of the insured premises. The existence of any such liens and encumbrances shall not be deemed objections to title, if Seller shall comply with the foregoing requirements. Unpaid liens for taxes, water charges, sewer rents and assessments which are the obligation of Seller to satisfy and discharge shall be objections to title, and thus the amount thereof, plus interest and penalties thereon, shall be deducted from the Purchase Price to be paid hereunder and allowed to Buyer, subject to the provisions for apportionment of taxes, water charges and sewer rents contained herein. Unpaid franchise tax of any entity in the chain of title to which such tax is applicable, or estate, income or other taxes which may be liens against the Property as of the Closing Date shall not be an objection to title, provided the title company agrees to insure against the collection of said taxes from the Property and in such event if required by the title company, Seller agrees to deposit at Closing with the title company an amount deemed reasonable by it to secure the payment of such unpaid franchise tax, or other tax. 6.3 In the event that Seller is unable to convey title in accordance with the terms of this Agreement, or if any representation of Seller herein is untrue in a material respect on the Closing Date and Seller does not correct same (it being understood Seller will be entitled to a reasonable adjournment of Closing for such purpose, not to exceed fifteen (15) days), the sole responsibility of Seller will be to refund (or cause to be refunded by the Escrow Agent) to Buyer any amount paid on account of the Purchase Price; upon the making of such refund, this Agreement shall be deemed canceled, neither party shall have any further obligations to claim against the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in by reason of this Agreement, Seller except that Buyer shall be obligated to remove (or cause remain liable on its obligations under Sections 4.2 and 15.8. 6.4 The costs of obtaining the Title Company Commitment, the policy of title insurance to affirmatively insure over issue at Closing (in a manner reasonably acceptable form subject to Purchaser) (i) any deeds of trust, mortgagesBuyer’s sole discretion, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating agreed to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateexpiration of the Due Diligence Period) with premium up to the amount of the Purchase Price “Basic Title Policy” shall be split equally between Buyer and Seller. The costs of any excess coverage or endorsements including, but not limited to, Zoning 3.1; Survey; Access, Usury, Location, Tax ID, Contiguity, EPA, Comprehensive and Doing Business, to the extent available or applicable (the “Title Endorsements”), shall be borne by Buyer (Basic Title Policy plus endorsements shall be referred to collectively as the “Title Policy”) and expressly excluding therefrom, however, the costs to release any monetary encumbrance affecting the Property and any title curative endorsements which shall be borne by Seller. All costs of the survey shall be borne equally by Seller and Buyer.

Title and Survey. (i) Within five (5) business days of the Opening of Escrow, (A) Buyer shall order from Commonwealth Land Title (the “Title Company”) an extended coverage preliminary title report or commitment for each Facility (collectively, the “PTR”), together with legible copies of all documents (“Exception Documents”) relating to the title exceptions referred to in the PTR, and (B) Seller shallshall deliver to Title Company copies of all of its policies of title insurance for the Facilities in its possession. Buyer and Seller shall cause the Title Company to deliver to Buyer and Seller copies of the PTR and Exception Documents. (ii) Within five (5) business days of the Opening of Escrow, Buyer shall order, at Seller's Buyer’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy survey of each instrument listed as an exception thereon other than Seller's debt instruments Facility, which surveys are to be prepared in accordance with the “Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys,” jointly established and adopted by the American Land Title Association and National Society for Professional Surveyors, Inc., in 2011 (the "“Surveys”), sufficient to enable the Title Commitment"Company to issue the Title Policies (as defined below) on with the Real Property issued blanket exceptions thereof limited only to shortages in area. The Surveys shall be certified as true and correct by the surveyor for the benefit of Buyer and the Title Company. Buyer and Seller has delivered shall cause the surveyor to Purchaser a copy deliver to Buyer and Seller copies of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey Surveys. (the "Updated Survey"iii) by notifying Seller of such election in writing At least fifteen (15) days prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Due Diligence Expiration Date. If Purchaser , Buyer shall fail to make notify Seller in writing of any such objections disapproved title exceptions (the “Disapproved PTR Matters”) and any disapproved matters relating to the Updated Surveys (the “Disapproved Survey on or before Matters” and collectively with the Disapproved PTR Matters, the “Disapproved Title Matters”) (each such datewriting, Purchaser a “Title Objection Letter”). All title exceptions set forth in the PTR other than the Disapproved PTR Matters, together with all survey matters set forth in the Surveys other than the Disapproved Survey Matters, shall be deemed to have accepted collectively constitute the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as “Permitted Exceptions. .” (iv) If any objections to (i) the Buyer delivers one or more Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified aboveObjection Letters, then Seller shall have ten (10) calendar days after its receipt of a Title Objection Letter to notify Buyer in writing whether Seller is willing to remove, or cause to be removed, the rightDisapproved Title Matters set forth in such Title Objection Letter, but not or, in the obligation except as hereafter providedalternative, obtain the necessary title endorsements (the “Disapproved Title Matter Endorsements”), in a form satisfactory to Buyer, to insure against the effects of such Disapproved Title Matters. If Seller notifies Buyer that Seller is willing to cure a Disapproved Title Matter (whether by removalremoval or endorsement), endorsement Seller shall be unconditionally obligated to so cure such Disapproved Title Matter prior to or otherwiseconcurrently with the Close of Escrow at its sole cost and expense. Seller’s failure to notify Buyer that Seller is willing to cure a Disapproved Title Matter within the required ten (10) calendar day period shall be deemed a notice of Seller’s election not to cure such objections Disapproved Title Matter. Notwithstanding anything to the contrary herein, Buyer shall not be required to object to any (A) lien securing a mortgage, deed of trust or trust deed; (B) judgment lien against Seller or any party claiming under Seller; (C) tax lien or real estate taxes that are due and payable; (D) broker’s lien; or (E) any mechanics’ lien, materialman’s lien or other statutory lien, and Seller shall be obligated to cure and discharge each of the foregoing (other than (i) the Existing Mansfield Debt, which will remain following the Closing, and (ii) the Assumption Debt, which Buyer shall assume at the Close of Escrow, all subject to the terms and conditions of this Agreement) on or before prior to the Closing Date Close of Escrow. (v) If Seller notifies Buyer in writing (or is deemed to have notified Buyer) that Seller is not willing to cure a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than Disapproved Title Matter, Buyer shall then, within five (5) days before the scheduled Closing Date, then Purchaser may as after its only optionreceipt of such written notice (or deemed notice), elect in its sole and absolute discretion, by giving written notice to either: Seller and Escrow Holder, (iA) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) to terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money or (B) to waive its disapproval of such Disapproved Title Matter (and such Disapproved Title Matter shall then be deemed to be a Permitted Exception). Buyer’s failure to give such notice shall be returned deemed an election to Purchaser and terminate this Agreement. Upon Buyer’s election, or deemed election, to terminate this Agreement under this Section 3(a), this Agreement shall be deemed cancelled, the Deposit shall be released by Escrow Holder to Buyer immediately upon written demand by Buyer, after which neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in under this Agreement, except those that are specifically stated to survive the termination of this Agreement. (vi) If the Title Company, prior to Close of Escrow, discloses to Buyer or Seller shall be obligated to remove a new exception (other than a new exception created by Buyer), or cause materially amends any exception previously approved by Buyer, or materially amends the terms under which the Title Company is willing to affirmatively insure over issue the Title Policy, or if the Surveys are materially amended, then Buyer shall have ten (10) calendar days from its receipt of notice of such disclosure, together with legible copies of all documents mentioned in a manner reasonably acceptable to Purchaser) such disclosure (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitationif necessary, the existing loan with Continental Bank, N.A. Close of Escrow shall be extended to provide for such ten (the "Existing Loan"10) calendar day period), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all disapprove of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior same by delivering a Title Objection Letter related thereto. Such disapproved disclosures shall be treated as Disapproved Title Matters pursuant to Sections 3(a)(iii) through 3(a)(v) above. (vii) As a condition precedent to the Closing DateClose of Escrow in favor of Buyer, the Title Company shall be irrevocably and unconditionally committed to issue the Title Policies in the form required by this Agreement.

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least seven (7) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within five(5) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. (a) Within fifteen (15) days after the Effective Date hereof, Seller shall, at Seller's sole cost and expense, obtain and deliver will cause to Purchaser for Purchaser's review be delivered to Buyer a commitment for a standard owner's policy of title insurance along issued by the Title Company in the form of T-1 commitment for title insurance with a copy respect to the Austin Property and Grapevine Property, and in the form of each instrument listed an ALTA 1970 commitment for title insurance with respect to the South Bend Property and the East Granby Property together with copies of all recorded instruments referenced as an exception thereon other than Seller's debt instruments exceptions therein (collectively, the "Title Commitment"). Within thirty (30) on days after the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 Effective Date hereof. During the Due Diligence Period, Seller shall obtain from cause to be delivered to Buyer a Survey of the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsementsProperty. Purchaser may elect to receive an update to the Existing Survey Within ten (the "Updated Survey"10) by notifying Seller days after delivery of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey to Buyer (such date being referred to as the "Title Review DatePeriod") for examination ), Buyer shall notify Seller in writing of each specific item referenced in the Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made which is a Title Defect. All items referenced or disclosed in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included or in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made underlying documents which are not disapproved in writing and delivered by Buyer prior to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser Period shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. Notwithstanding the foregoing, it shall be a condition precedent to Buyer's obligation to close hereunder that title to the Property shall be free and clear of all monetary liens against the Property, other than the lien of non-delinquent real property taxes, assessments and any liens or other matters arising from Buyer's entry, inspections, investigations, financing or other activities. (b) If Buyer timely objects to any objections to (i) matter set forth in the Title Commitment or Existing Survey or exceptions to title are made within as stated in the Title Review Period, or preceding subparagraph (ii) the Updated Survey are made before the date specified abovea), then Seller shall have the rightmay, but not the without any obligation except as hereafter providedhereunder, elect by written notice to Buyer to use reasonable efforts to cure (by removal, endorsement or otherwise) such objections on or before disapproved matters prior to expiration of the Closing Date in a manner reasonably acceptable to PurchaserDue Diligence Period. If Seller so elects by written notice to Buyer, Buyer shall be obligated to close the objections transaction but the cure of all such matters to Buyer's reasonable satisfaction shall be a condition to Buyer's obligation to close the Escrow and if such matters are not cured by Seller no later than five (5) days before the scheduled Closing Dateso cured, then Purchaser at or prior to Closing, Buyer may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event Agreement and the ▇▇▇▇▇▇▇ Money Escrow Holder shall be returned return the Deposit to Purchaser Buyer and neither party shall have any further rights, duties, liabilities or obligations hereunder, except with respect to provisions of this Agreement which expressly survive the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in termination of this Agreement. If Seller does not elect to cure such disapproved matters, Seller will notify Buyer in writing and Buyer shall be obligated to remove within five (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser5) business days after receipt of such notice either (i) waive all such disapprovals and proceed to close this transaction without offset or deduction of any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), kind or (ii) terminate this Agreement and Escrow Agent shall return the Deposit together with all interest earned thereon to Buyer. If Buyer fails to make such written election within such five (5) day period, Buyer shall be deemed irrevocably to have elected to waive all such disapprovals and to proceed to close thetransaction without offset or deduction of any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Datekind.

Title and Survey. 6.1 Seller shall, at shall convey and Buyer shall accept a title such as a reputable title insurance company licensed to do business in the State wherein the Shopping Center is located will be willing to approve and insure subject only to Permitted Exceptions as provided for in this Agreement. Buyer acknowledges that it has heretofore received copies of Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of existing title insurance along policy for the Real Estate (the "Existing Title Policy"). Promptly following the execution of this Agreement, Buyer shall obtain (at its expense) a survey ("Survey"), which Survey shall be certified to Seller and Buyer and such other parties as Buyer may require. Buyer shall promptly furnish Seller with a copy of each instrument listed as an exception thereon other than Seller's debt instruments such Survey upon receipt thereof. Promptly following the execution of this Agreement, Buyer shall also obtain a title insurance commitment (the "Title Commitment") on the Real Property issued by from the Title Company; and the Title Company shall promptly furnish Seller with true accurate and complete copies thereof (including true, accurate and complete copies of all underlying title exception documents referenced therein). Seller has delivered to Purchaser a copy The cost of the Existing Survey which Purchaser Title Commitment shall reimburse Seller for as provided in Section 4 hereofbe shared equally between Buyer and Seller. During Not later than the expiration of the Due Diligence Period, Buyer shall give Seller shall obtain from the written notice ("Buyer's Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated SurveyNotice") by notifying Seller of such election any title exception matters which are contained in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing or Survey to which Buyer objects. Buyer's Title Notice shall also identify REAs, if any, as to which Buyer requires as REA Estoppel. Failure by Buyer to give Buyer's Title Notice (such date being referred or to as object to any matter referenced in the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered or Survey) to Seller on or before the end said date shall constitute Buyer's final and irrevocable approval of the Title Review Datecondition of title (and to any such unobjected to matter) in and to the Real Estate. If Purchaser shall fail to make any objections on or before the Buyer's Title Review Date, Purchaser Notice shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters timely given Seller shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made notify Buyer in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Dateafter receiving Buyer's Title Notice, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, if Seller shall be obligated does not intend to remove (or cause the Title Company to affirmatively insure over endorse over, to Buyer's satisfaction) or otherwise cure any matter set forth in Buyer's Title Notice. Seller's lack of a response shall be deemed as Seller's refusal to remove or otherwise cure the matter or matters set forth in Buyer's Title Notice prior to the Closing, it being nevertheless agreed that Seller shall have no obligation to undertake any action or to incur any expense in order to effectuate any such removal, correction, cure or satisfaction. In the event that Seller elects not to attempt to remove, correct, cure or satisfy the matters raised in Buyer's Title Notice (hereinafter called "Title Correction"), Buyer shall have the right at its sole option either (a) to terminate this Agreement, in which event the Deposit shall be returned to Buyer and neither party shall thereafter have any further liability hereunder, except as set forth in Sections 4.2 and 15.7, or (b) to accept such title as is disclosed by the Title Commitment and Survey without title correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within five (5) days following Buyer's receipt of written notification by Seller that Seller has elected not to effectuate (or is deemed to have elected not to effectuate) any such Title Correction. In the event either the Title Commitment or Survey is amended to include new exceptions or other matters that are not set forth in a manner reasonably acceptable to Purchaser) prior Title Commitment or Survey (as applicable), Buyer shall have until the later of (i) any deeds the expiration of trustthe Due Diligence Period, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), or (ii) the date that is five (5) days after Buyer's receipt of the amended Title Commitment or Survey (as applicable) and copies of the documents identified in the new exceptions or new requirements, within which to cancel this Agreement and receive a refund of the Deposit or to provisionally accept the title subject to Seller's agreement to cause the removal of or otherwise cure the Title Correction matter given to Seller in a supplemental Buyer's Title Notice with respect to any mechanicsuch new Title Commitment or Survey matter. If supplemental Buyer's Title Notice shall be timely given Seller shall notify Buyer in writing within five (5) days after receiving such Buyer's Title Notice, if Seller does not intend to remove (or materialmencause the Title Company to endorse over, to Buyer's liens relating satisfaction) or otherwise cure any matter set forth in Buyer's Title Notice. Seller's lack of a response shall be deemed as Seller's refusal to work done effectuate any such Title Correction, it being nevertheless agreed that Seller shall have no obligation to undertake any action or to incur any expense in order to effectuate any such Title Correction. In the event that Seller elects not to attempt to effectuate the Title Correction, Buyer shall have the right at its sole option either (a) to terminate this Agreement, in which event the Deposit shall be returned to Buyer and neither party shall thereafter have any further liability hereunder, except as set forth in Sections 4.2 and 15.7, or (b) to accept such title as is disclosed by the Title Commitment and Survey without Title Correction and without any reduction to the Purchase Price, thereby waiving any rights against Seller with respect thereto. Said election shall be made by Buyer within five (5) days following Buyer's receipt of written notification by Seller that Seller has elected not to effectuate (or on behalf of Seller and (iiiis deemed to have elected not to effectuate) any tax or judgment liens against Sellersuch Title Correction. If Seller agrees to use best efforts effectuate any such Title Correction as described in this Section 6.1 but fails or is unable to satisfy all do so by the scheduled Closing Date, Buyer shall, within five (5) days after said scheduled Closing Date, notify Seller and Escrow Agent in writing of Buyer's election to either (i) declare Seller to be in breach under this Agreement under the requirements terms and conditions set forth in Schedule B - Section 1 14.2, or (ii) waive such applicable Title Correction matter whereupon the transaction shall close five (5) days after Buyer notifies Seller of the Commitment at or prior such election. If written notice of such election is not timely given by Buyer pursuant to the Closing Dateforegoing sentence, then Buyer shall be deemed to have elected to declare Seller to be in breach of this Agreement as set forth in such sentence.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments Within one (the "Title Commitment"1) on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy business day of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodEffective Date, Seller shall obtain order from the Title Company at SellerAgent an ALTA Form Commitment (“Title Commitment”) for an owner's sole cost title insurance policy (“Title Policy”) in an amount not less than the Purchase Price, and expense a survey endorsement andshall instruct the Title Agent to deliver the Title Commitment together with all exception documents referenced in Schedule B, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt Section of the Title Commitment concurrently to Buyer and Existing Survey Seller as soon as possible. The Title Commitment shall evidence that Seller is vested with fee simple title to the Land and that upon the execution, delivery and recordation of the deed to be delivered at the Closing provided for hereunder and the satisfaction of all requirements specified in Schedule B, Section 1 of the Title Commitment, Purchaser shall acquire fee simple title to the Land, subject only to the Permitted Exceptions. (a) If Purchaser determines that the Title Commitment does not meet the requirements specified above, or that title to the Land is unsatisfactory to Purchaser for reasons other than the existence of Permitted Exceptions or exceptions which are to be discharged by Seller at or before Closing, then Purchaser shall notify Seller of those liens, encumbrances, exceptions or qualifications to title which either are not Permitted Exceptions, are unsatisfactory to Purchaser or are not contemplated by this Agreement to be discharged by Seller at or before Closing, and 18246046_5 any such date being liens, encumbrances, exceptions or qualifications shall be hereinafter referred to as the "“Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections Defects.” Purchaser's failure to be made in writing and delivered deliver notification to Seller on or before the end of the Title Review Date. If Purchaser shall fail Defects prior to make any objections on or before the Title Review Date, Purchaser expiration of the Inspection Period shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance constitute acceptance of the Existing Survey and all matters shown thereon; all such exceptions and matters matters. Seller shall be included in the term "Permitted Exceptions" as used herein. In the event notify Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before after Seller's receipt of Purchaser's notice setting forth the scheduled Closing Date, then existence of any Title Defects and indicate to Purchaser may as its only option, elect to either: that Seller either (i) waive such objection and consummate intends to cure the transaction contemplated by this Agreement; Title Defects within the applicable cure period, or (ii) intends not to cure some or all of such exceptions, identifying which of the Title Defects Seller intends to cure and/or not cure (Seller being under no obligation to cure Title Defects other than the Monetary Objections). To the extent any Title Defects (including, without limitation, any mechanic’s, materialman’s or other similar liens encumbering the Property) have been caused by the acts or omissions of Tenant under the Lease, and such acts or omissions constitute a default enforceable by Landlord under the Lease, then Landlord shall exercise good faith, diligent and continuous commercially reasonable efforts to cause Tenant to cure such Title Defects in accordance with the terms of the Lease. (b) If Seller has elected in writing to cure any Title Defects, Seller shall have thirty (30) days, or such longer period as Purchaser may grant in its sole and absolute discretion, following receipt of written notice of the existence of Title Defects in which to undertake a good faith, diligent and continuous commercially reasonable effort and, in fact, cure or eliminate the Title Defects which Seller has elected to cure to the satisfaction of Purchaser and the Title Company in such manner as to permit the Title Company to either endorse the Title Commitment or issue a replacement commitment to delete the Title Defects therefrom. Seller’s failure to cure any such Title Defect, including any Title Defect caused by Tenant, shall not constitute a default by Seller as long as Seller undertakes a good faith, diligent and continuous commercially reasonable effort to cure or eliminate same or to cause Tenant to cure or eliminate same, as the case may be. (c) Within five (5) days prior to Closing, Seller shall cause the Title Agent deliver to Purchaser an update to the Title Commitment (the “Updated Title Commitment”). Any matters disclosed in the Updated Title Commitment which were not exceptions in the Title Commitment shall automatically be deemed Title Defects which Seller shall be obligated to cure unless such matters were placed of record with Seller’s knowledge or consent, or with Purchaser's joinder and consent. The cure of any such new Title Defects shall be effected within such time periods as were provided in connection with curing Title Defects under the initial Title Commitment. If Seller shall in fact cure or eliminate the new Title Defects, the Closing shall take place on the date specified in this Agreement. If Seller does not cure or eliminate the new Title Defects, Purchaser may elect to terminate this AgreementAgreement or proceed to Closing as provided in Section 3.4(d) below. (d) If Seller is unable to cure or eliminate any Title Defects (including any new Title Defects revealed by the Updated Title Commitment to be provided to Purchaser as set forth in Section 3.4(c) above) within the time allowed, Purchaser may elect to terminate this Agreement within five (5) business days following the expiration of the curative period by giving written notice of termination to Seller, or, alternatively, Purchaser may elect to close its purchase of the Property, accepting the conveyance of the Property subject to such Title Defect(s), in which event the Closing shall take place on the date specified in this Agreement, subject to any delays provided for above. If, by giving written notice to Seller within the time allowed, Purchaser elects to 18246046_5 terminate this Agreement because of the existence of uncured Title Defects, the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party upon such return the obligations of the parties under this Agreement shall have any further obligations to the other party be terminated, except for those provisions of this Agreement which by their express terms survive the Surviving Obligations. Notwithstanding anything to the contrary contained in termination of this Agreement. The foregoing right of Purchaser to terminate this Agreement upon the failure to cure a Title Defect which Seller is obligated to cure shall not be deemed to limit the Purchaser's rights and remedies to which Purchaser might otherwise be entitled for the breach by Seller of any of its covenants, Seller duties, obligations, representations or warranties hereunder. (e) Purchaser may, at Purchaser's expense, within the Inspection Period, obtain a boundary survey of the Land (“Survey”). Such Survey, if any, shall be obligated prepared by a land surveyor duly licensed and registered as such in the State of Illinois, shall be certified by such surveyor to remove (or cause Purchaser, Seller, the Title Agent and the Title Company, shall set forth the legal description of the Land and shall otherwise be in a form satisfactory to the Title Company to affirmatively insure over eliminate the standard survey exceptions from the Title Policy to be issued at Closing. Purchaser shall notify Seller in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or writing prior to the Closing Dateexpiration of the Inspection Period specifying any matters shown on the Survey which adversely affect the title to the Land or constitute a zoning violation and the same shall thereupon the deemed to be Title Defects hereunder and Seller shall elect to cure or not cure the same as provided in Section 3.4(a) of this Agreement and if Seller elects to undertake the cure thereof it shall do so within the time and in the manner provided in Section 3.4(b) of this Agreement.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Objection Date for examination of to give Seller’s Representative one or more written notices (collectively, the Updated Survey and the making of objections to matters shown thereon, such objections to be made “Title Objection Notice”) that set forth in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If reasonable detail any objections to (i) the Title Commitment or Existing Survey or exceptions that Purchaser has to title are made within or survey matters affecting the Real Property (the “Purchaser Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Objections”). Seller’s Representative shall have the right, but not the obligation except five (5) Business Days from its receipt of Title Objection Notice “Seller’s Title Election Period”) to give Purchaser notice as hereafter provided, to whether Seller elects to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller Purchaser Title Objections no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or Business Days prior to the Closing Date. If Seller does not timely elect to cure any one or more of the Purchaser Title Objections and give notice thereof to Purchaser, Purchaser shall have until five (5) Business Days after such notice to determine whether to take title to the Real Property subject to such matters (in which event such Purchaser Title Objections shall constitute Permitted Exceptions) or to terminate this Agreement. If Seller timely elects to use reasonable efforts to cure any one or more of the Purchaser Title Objections, Seller shall have until five (5) Business Days prior to the Closing Date to complete such cure to the satisfaction of Purchaser in the exercise of Purchaser’s reasonable business judgment, the failing of which, Purchaser shall have the option, as the sole remedy of Purchaser, of accepting the title as it then is or terminating this Agreement, whereupon except for Purchaser’s obligations under Section 5.2, Purchaser and Seller shall have no further obligations or liabilities under this Agreement. If Seller elects to cure any one or more Purchaser Title Objections, Seller shall correct such Purchaser Title Objections on or before the fifth (5th) Business Day prior to the Closing Date, provided that Seller shall be required to cure (and Purchaser need not give a Purchaser Title Objection to) any title exception that can be cured by the payment of money or, if acceptable to Purchaser, the posting of bond (such as, by way of example and not limitation, delinquent real estate taxes and mechanics liens).

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided Properties that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Properties and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects, Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Seller shall return the objections are not cured by Seller no later than five (5) days before Remaining Balance of the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned Capital Improvement Escrow Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shallBuyer has obtained or shall promptly obtain title insurance commitments (the “Title Commitments”) issued by the Title Company (as defined below). Buyer may, at Seller's B▇▇▇▇’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments new surveys (the "Title Commitment"“Surveys”) on of the Real Property issued by the Title Companyto be prepared in accordance with Buyer’s requirements. Seller has delivered to Purchaser If Buyer obtains Surveys, Buyer shall provide a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and Surveys to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before prior to the scheduled Closing Dateexpiration of the Diligence Period or as soon thereafter as the Survey is available to Buyer. No later than ten (10) business days prior to the expiration of the Diligence Period, Buyer shall provide written notice to Seller (the “Title Notice”) of any material exceptions or conditions related to title contained in the Title Commitments or Surveys (the “Title Matters”) which are unacceptable to Buyer, in B▇▇▇▇’s sole and absolute discretion, and which cure action(s) thereon will be acceptable to Buyer, in Buyer’s sole and absolute discretion (the “Title Objections”). If Buyer fails to timely provide the Title Notice, then Buyer shall be deemed to have waived its right to object hereunder and to have accepted all matters related to title contained in the Title Commitments or Surveys. Although Seller may elect, in Seller’s sole and absolute discretion, to cure or attempt to cure any one or more Title Objections, Buyer acknowledges and agrees that Seller has no obligation to cure any Title Objections, save and except each Monetary Lien (as defined below), which shall be released and removed from the Property at Closing. Seller shall, within five (5) business days following receipt of the Title Notice, provide written notice (the “Seller’s Title Notice”) to Buyer stating whether Seller elects to cure any of the Title Objections in the manner required by B▇▇▇▇ in the Title Notice; provided that if Seller fails to provide Seller’s Title Notice, then Seller shall be deemed to have elected not to cure any of the Title Objections. If Seller elects to cure less than all of the Title Objections in the manner required by Buyer in the Title Notice (or are deemed to have elected not to cure), then Buyer shall have the right to: (a) terminate this Agreement as to the parcels of the Property which such Title Objection pertains to by written notice to Seller (the “Title Termination Notice”) given prior to the expiration of the Diligence Period, in which event this Agreement shall terminate, and neither party shall owe any further obligation or liability to the other party under this Agreement, except for those obligations and liabilities which expressly survive the termination hereof, or (b) proceed to Closing and accept the respective Property, subject to the Permitted Exceptions (as defined below), without a reduction of the Purchase Price. B▇▇▇▇’s failure to serve a Title Termination Notice shall be deemed B▇▇▇▇’s election to accept the conveyance under clause (b) above. All Title Objections that Seller agreed to cure shall be cured by Seller prior to the Closing in the manner required by B▇▇▇▇ in the Title Notice. In the event Seller fails to timely cure any material Title Objection, Purchaser may as its only option, elect to either: either (i) waive such objection and consummate the transaction contemplated terminate this Agreement by this Agreement; providing Seller with at least three (3) days written notice, or (ii) terminate this Agreement, waive such Title Objection and proceed with Closing. All Title Matters set forth in the Title Commitments and the Surveys to which event the ▇▇▇B▇▇▇▇ Money shall does not object in the Title Notice, and all Title Objections as to which B▇▇▇▇ has waived its objection as set forth above are referred to collectively as the “Permitted Exceptions.” The amount necessary to discharge each Monetary Lien and any other Title Objections that Seller agreed to cure may be returned paid out of the proceeds of the monies otherwise payable to Purchaser and neither party shall have any further obligations to Seller at the other party except for the Surviving ObligationsClosing. Notwithstanding anything to the contrary contained in this Agreementset forth herein, Seller shall be obligated to satisfy and remove (or cause the Title Company as exceptions to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) title, at Closing, any security instruments, mortgages, deeds of trust, mortgagesmonetary lien, judgements, or other matters that can be removed by the payment of money (each a “Monetary Lien”) encumbering the Property or any part thereof, and related loan documents securing any financing obtained lien or encumbrance that attached to the Property from and after the Effective Date which was not caused by Sellerthe actions of Buyer or any party claiming by, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) through or under B▇▇▇▇. Should any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all update of the requirements set forth in Schedule B - Section 1 Title Commitments or Surveys received between the expiration of the Commitment at or prior Diligence Period and Closing reveal any new title exceptions, Buyer shall be entitled to the Closing Datesame process outlined hereinabove for its original title review and objections.

Title and Survey. Seller shallhas heretofore ordered, at ---------------- Seller's sole cost and expense, obtain and deliver to delivered, and Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by acknowledges receipt of, the Title CompanyCommitment with respect to the Property which reflects Seller as the owner of record thereof and the documents of record referenced therein. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence PeriodBy December 13, 2001, Seller shall obtain from deliver updated surveys for the Title Company at Seller's sole cost Property (each and expense a survey endorsement andtogether, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey). Purchaser shall have until the later of November 6, 1997 and the date which that is fifteen three (3) business days after receipt of the Survey to give written notice (the "First Title Notice") to Seller of such objections as Purchaser may have to any exceptions to title or matters of Survey disclosed in the Title Commitment and Existing or in any Survey (such date being referred to as the "Title Review Date") for or otherwise in Purchaser's examination of Title Commitment and Existing Survey and title to the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review DateProperty. If Purchaser shall fail fails to make any objections on or before the timely give Seller a First Title Review DateNotice, Purchaser shall be deemed to have accepted all exceptions to matters reflected on the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinSurvey. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections), to attempt to remove, satisfy or otherwise cure any exceptions to title to which the Purchaser so objects. Within three (by removal3) business days after receipt of Purchaser's First Title Notice, endorsement Seller shall give written notice to Purchaser informing the Purchaser of Seller's election with respect to such objections. If Seller fails to give written notice of election within such three (3) business day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or otherwise) such objections on or before more reasonable adjournments of the Closing Date of up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, but, except for Monetary Exceptions, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. With respect to any exceptions to title of which Purchaser has the right to object, except as to Monetary Exceptions, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser has objected or if, after electing to attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; Purchase Price, or (ii) to terminate this AgreementAgreement within three (3) business days after receipt of written notice from Seller either of Seller's election not to attempt to cure or that Seller is unable or unwilling to do so, in which event or three (3) business days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) above, Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Exceptions at or prior to Closing, and may use the proceeds of the Purchase Price at Closing for such purpose. To the extent any Monetary Exception has not been cured or satisfied at or prior to Closing, Purchaser, at its election, shall be entitled to apply a portion of the Purchase Price to effect such cure (or withhold such portion as may be reasonably necessary to satisfy or cure such Monetary Exception) and Purchaser shall receive a credit against the Purchase Price for any such amounts so applied or withheld. Between the date of the First Title Notice and Closing, Purchaser may order an update to the Title Commitment and/or the Survey and thereafter notify Seller in writing (the "Gap Notice") of any exceptions to title or survey matters (a) that did not exist as of the effective date of the Title Commitment or the last revision date of the prior Survey and are not due to acts done or suffered by or through the Purchaser Parties and (b) are first raised by the Title Company or surveyor between the effective date of the Title Commitment or the last revision date of the prior Survey and the Closing, provided that Purchaser must notify Seller of such new exceptions to title on the date which is the earlier of (i) two (2) business days after Purchaser's receipt of an updated Title Commitment (or supplement to the Title Commitment) or other written notice disclosing the existence of such new exceptions to title and (ii) one (1) business day prior to the Closing. If Purchaser fails to so notify Seller as aforesaid, such new exceptions to title shall be deemed to be Permitted Exceptions. If Purchaser sends a Gap Notice to Seller, Purchaser and Seller shall have the same rights and obligations with respect to such Gap Notice as apply to the First Title Notice in the immediately preceding grammatical paragraph and the Closing Dateshall be adjourned as necessary to satisfy the time periods provided therein.

Title and Survey. Seller shallagrees to furnish to Buyer, at Seller's sole cost and ▇▇▇▇▇’s full expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) prior to Closing, a Commitment for Title Insurance from a title company mutually acceptable to Buyer and Seller (the “Title Commitment or Existing Survey or exceptions to title are made within the Title Review PeriodCompany”), or and (ii) the Updated Survey are made before the date specified aboveshortly after Closing, then Seller shall have the right, but not the obligation except as hereafter provided, to cure both a Lender’s Policy of Title Insurance (if required by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money ) (the “Lender’s Title Policy”) and an Owner's Policy of Title Insurance (the “Owner’s Title Policy”) issued by the Title Company in the amount of the Purchase Price and dated as of or after the date of Closing. The Owner’s Title Policy shall insure Buyer's title to be good and indefeasible subject only to the standard printed exceptions, applicable easements, the Declaration of Restrictions for the subdivision in which the Property is located, all matters and covenants disclosed or shown on the final plat for the Real Estate, any items shown on the survey, any liens securing the payment of the Loan, and any and all matters of record. All oil, gas, groundwater and other minerals in, on, and under the Property are excepted from the definition of Property and reserved by Seller, an affiliate of Seller, and/or predecessors in title of Seller. The Deed (as defined below) to be furnished by Seller at Closing shall be returned subject to Purchaser any items shown on the survey, the terms listed in the preceding sentence, including all easements of record, and neither party shall have any further obligations easements visible or apparent on the ground, whether or not such easement is shown on the survey, which are applicable to the other party except for Property (collectively, the Surviving Obligations“Permitted Exceptions”). Notwithstanding anything the foregoing, We will not be responsible for any liens or encumbrances You cause on account of Your acts prior to Closing. If the contrary contained title commitment discloses any exceptions other than the Permitted Exceptions, We will have thirty (30) days from the delivery date to have such exceptions removed or insured over and, in this Agreementsuch event, Seller the Closing Date shall be obligated to remove occur five (or 5) days from the delivery of a revised commitment containing only the Permitted Exceptions. At Closing, We will cause the Title Company to affirmatively insure over issue an ALTA owner's title insurance policy subject only to the Permitted Exceptions and will deliver to You a Survey Location Report showing the location of the foundation on the lot. Our providing of the survey, together with a commitment to issue an ALTA owner's title insurance policy in a manner reasonably acceptable the amount of the purchase price and subject only to Purchaser) the Permitted Exceptions, satisfies Our obligation to provide good and merchantable title to the Property. At Closing, We also will provide: (i) the Deed; (ii) a bill of sale covering any deeds personal property on the Real Estate (if applicable); (iii) a Vendor’s Affidavit in a form sufficient to permit the Title Company to delete the standard (preprinted) exceptions to the title insurance policy (other than those requiring a survey to delete); (iv) a non-foreign affidavit; (v) any other documents required by law to complete the Closing, including a Sales Disclosure Form proscribed by the State of trustIndiana; (vi) a certificate of occupancy or equivalent documentation; and (vii) a settlement statement. At Closing, mortgages, and related loan You shall deliver: (i) the Final Payment; (ii) any other documents securing any financing obtained required by Sellerthe Title Company or required by law to complete the Closing, including, without limitation, a Sales Disclosure Form Proscribed by the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf State of Seller Indiana; and (iii) any tax or judgment liens against Sellera settlement statement. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date9.

Title and Survey. Seller shallPromptly upon execution of this Agreement, Purchaser ---------------- may order at Seller's sole cost and its expense, obtain and deliver from the Title Company a preliminary title commitment with respect to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments the Property (the "Title Commitment") on the Real Property issued by ). Purchaser shall direct ---------------- the Title Company. Seller has delivered Company to Purchaser send a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofTitle Commitment to Seller. During the Due Diligence PeriodPromptly upon execution of this Agreement, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to arrange, also at its expense, for the preparation of one or more updates of the Existing Survey (each and together, the "Updated Survey") by notifying ). Purchaser likewise shall make copies of any such Survey ------ available to Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated SurveyClosing. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Inspection Period to give written notice (the "First Title Review Date. If Notice") to Seller of ------------------ such objections as Purchaser shall fail may have to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included title disclosed in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing in any Survey or otherwise in Purchaser's examination of title. From time to time at any time after the First Title Notice and prior to the Closing Date, Purchaser may give written notice of exceptions to title are made within first appearing of record after the effective date of any updated title commitment or matters of survey which would not have been disclosed by an accurate updated examination of title or preparation of an updated ALTA survey prior to date of the initial Title Review Period, Commitment or (ii) the Updated Survey are made before the date specified above, then initial Survey. Seller shall have the right, but not the obligation (except as hereafter providedto Monetary Objections), to attempt to remove, satisfy or otherwise cure (by removal, endorsement or otherwise) such objections on or before any exceptions to title to which the Closing Date in a manner reasonably acceptable to PurchaserPurchaser so objects. If the objections are not cured by Seller no later than Within five (5) days before Business Days after receipt of Purchaser's First Title Notice, Seller shall give written notice to Purchaser informing the scheduled Purchaser of Seller's election with respect to such objections. If Seller fails to give written notice of election within such five (5) Business Day period, Seller shall be deemed to have elected not to attempt to cure the objections (other than Monetary Objections). If Seller elects to attempt to cure any objections, Seller shall be entitled to one or more reasonable adjournments of the Closing Dateof up to but not beyond the thirtieth (30th) day following the initial date set for the Closing to attempt such cure, then but, except for Monetary Objections, Seller shall not be obligated to expend any sums, commence any suits or take any other action to effect such cure. Except as to Monetary Objections, if Seller elects, or is deemed to have elected, not to cure any exceptions to title to which Purchaser may as its only optionhas objected or if, elect after electing to either: attempt to cure, Seller determines that it is unwilling or unable to remove, satisfy or otherwise cure any such exceptions, Purchaser's sole remedy hereunder in such event shall be either (i) waive to accept title to the Property subject to such objection exceptions as if Purchaser had not objected thereto and consummate without reduction of the transaction contemplated by this Agreement; or Purchase Price, (ii) if such exceptions are matters first appearing of record after the date of this Agreement, and arise by, through or under Seller, to terminate this Agreement, in which event or (iii) to terminate this Agreement within three (3) Business Days after receipt of written notice from Seller either of Seller's election not to attempt to cure any objection or of Seller's determination, having previously elected to attempt to cure, that Seller is unable or unwilling to do so, or three (3) Business Days after Seller is deemed hereunder to have elected not to attempt to cure such objections (and upon any such termination under clause (ii) or (iii) above, Escrow Agent shall return the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving ObligationsPurchaser). Notwithstanding anything to the contrary contained elsewhere in this Agreement, Seller shall be obligated to remove (cure or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing Datefor such purpose.

Title and Survey. Seller shallcovenants and agrees that Seller, at Seller's its sole ---------------- cost and expense, obtain and shall, on or before ten (10) days after the Effective Date of this Agreement cause Old Republic National Title Insurance Company, or such other such title insurance company acceptable to Purchaser (herein referred to as the "Title Company"), to deliver to Purchaser for its commitment (herein referred to as the "Title Commitment") to issue to Purchaser's review a commitment for a standard , upon the recording of the Warranty Deed conveying title to the Property from Seller to Purchaser, the payment of the Purchase Price, and the payment to the Title Company of the policy premium therefor, an owner's policy of title insurance along with extended coverage, in the amount of the Purchase Price, insuring good and marketable fee simple record title to the Property to be in Purchaser without exception (including any general exception) except for matters set forth on Exhibit "B" attached hereto and by this reference made a copy of each instrument listed part thereof (herein referred to as the ("Permitted Exceptions"). The Title Policy to be issued shall not contain any exception for mechanic's or materialman's liens or any exception for unpaid taxes other than an exception thereon for taxes not yet due and payable. Such Title Policy shall not contain any exception for rights of parties in possession other than Seller's debt instruments an exception for the right of the Tenant (as hereinafter defined) under the Lease. If the Title Commitment shall contain an exception for the state of facts which would be disclosed by a survey of the Property or an "area and boundaries" exception, the Title CommitmentCommitment shall provide that such exception will be deleted upon the presentation of an ") as-built" survey, in which case the Title Commitment shall be amended to contain an exception only for the matters shown on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey as-built survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's its sole cost and expense a survey endorsement and, if and for the benefit of Purchaser. Seller shall also cause to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver be delivered to Purchaser for together with such Title Commitment, legible copies of all documents and instruments referred to therein. Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after upon receipt of the Title Commitment and Existing Survey (such date being the copies of the documents and instruments referred to as therein, shall then have ten (10) days during which to examine the "Title Review Date") for examination of Title Commitment and Existing Survey and the making same, after which Purchaser shall notify Seller of any defects or objections thereto, said objections to be made in writing and delivered to Seller on or before affecting the end marketability of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions title to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and Property including the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, Seller shall then Purchaser shall have until the Title Review Date for examination of the Updated Survey Closing to cure such defects and the making of objections and shall, in good faith, exercise reasonable diligence to matters shown thereon, cure such objections to be made in writing defects and delivered to Seller on or before the expiration of the Title Review Dateobjections. If Purchaser shall fail Seller fails to make any satisfy such defects or objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before by the date specified aboveof Closing, then Seller shall have then, at the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to option of Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive if any such objection defects or objections arose by, through, or under Seller or if any such defects or objections consist of taxes, mortgages, deeds of trust, deeds to secure debt, mechanic's or materialman's liens, or other such monetary encumbrances, Purchaser shall have the right to cure such defects or objections, in which event the Purchase Price shall be reduced by an amount equal to the costs and consummate expenses incurred by Purchaser in connection with the transaction contemplated by curing of such defects or objections, and upon such curing, the Closing hereof shall proceed in accordance with the terms of this Agreement; or (ii) Purchaser shall have the right to terminate this AgreementAgreement by giving written notice of such termination to Seller, in which event the whereupon any ▇▇▇▇▇▇▇ Money shall be returned refunded promptly to Purchaser, and Purchaser and neither party Seller shall have any no further obligations to the other party rights, obligations, or liabilities hereunder, except for the Surviving Obligations. Notwithstanding anything as may be expressly provided to the contrary contained herein; or (iii) Purchaser shall have the right to accept title to the Property subject to such defects and objections with no reduction in this Agreementthe Purchase Price, Seller in which event such defects and objections shall be obligated deemed "Permitted Exceptions"; or (iv) Purchaser may elect to remove extend the Closing for thirty (or cause 30) days in order to allow Seller additional time to satisfy such defects and objections. If the Title Company Purchaser elects option (iv) above, and such defects and objections are not cured by Seller to affirmatively insure over the satisfaction of Purchaser within such extended time period, Purchaser shall then have the options set forth in a manner reasonably acceptable to Purchaser) items (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller ), and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateabove.

Title and Survey. (a) At Closing, Seller shallshall convey to Buyer title to the Property subject to all of the terms and conditions as more specifically set forth herein and further subject to the “Permitted Exceptions” as defined below. (b) Seller has, at Seller's sole cost and expenseprior to the Effective Date hereof, obtain and caused the Title Company to deliver to Purchaser for Purchaser's review Buyer a commitment for a standard an extended coverage ALTA owner's policy of title insurance along with a copy in the amount of each instrument listed as an exception thereon other than Seller's debt instruments the Purchase Price (the "“Title Commitment"”) on committing to insure title to the Real Property issued by in Buyer subject only to the Title CompanyPermitted Exceptions. Seller has delivered shall pay the premium for the standard ALTA owner’s policy of title insurance, however any cost for owner’s extended coverage and/or to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from cause the Title Company at Seller's sole cost to modify its standard printed exception with respect to taxes and expense assessments for the Property to except only taxes and assessments for the year of Closing and subsequent years, a survey endorsement andlien not yet due and payable, if and to delete standard printed exceptions numbers 1 through 5 from the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections title policy to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions pursuant to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters Property shall be included in borne by the term "Permitted Exceptions" as used hereinBuyer. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall agrees to execute any affidavits regarding liens or parties in possession or as may otherwise be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause reasonable requested by the Title Company to affirmatively insure over issue such extended coverage. In addition, any other endorsements desired by Buyer shall be at Buyer’s expense, except as otherwise provided herein. As soon as possible after Closing, Seller shall cause to be delivered to Buyer, at Seller's cost and expense, an owner's title insurance policy (except that the premium for extended coverage or any endorsement to such policy requested by ▇▇▇▇▇ shall be paid by ▇▇▇▇▇) insuring the title of Buyer to the Property in a manner reasonably acceptable accordance with the Title Commitment, and the provisions of this Agreement, and subject only to Purchaser) the Permitted Exceptions, in an amount equal to the Purchase Price paid at Closing. The following items shall constitute “Permitted Exceptions”: (i) General taxes and assessments for the year of Closing and subsequent years, a lien not yet due and payable; (ii) any government approvals sought or approved in writing by Buyer; (iii) any easements required in connection with the governmental approvals obtained by Buyer; (iv) building, planning and zoning rules and ordinances; (v) any title exceptions or encumbrances which are created by, through or under Buyer; (vi) any title exceptions or encumbrances which are otherwise created, approved or waived by Buyer; and (vii) all matters disclosed in the Title Commitment or Survey and not objected to or otherwise accepted or deemed accepted by ▇▇▇▇▇. Notwithstanding the foregoing terms of this Section 5(b), the following items shall be excluded from the definition of “Permitted Exceptions”: (1) any delinquent taxes or assessments, (2) mechanics liens, mortgages, or deeds of trust, mortgages(3) the standard printed exception relating to mechanics liens, (4) any other standard printed exceptions which Title Company has agreed to delete or will delete pursuant to an issued endorsement, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii5) any mechanic's exceptions to title disclosed in the original Title Commitment which are deleted or materialmen's liens relating to work done by or on behalf of Seller and (iii) removed in any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all update of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateTitle Commitment.

Title and Survey. Seller shallPrior to or concurrently with execution of this Agreement, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain commitment from the Title Company at Seller's sole cost and expense a survey endorsement and, if and for an owner’s standard coverage policy of title insurance insuring fee title to the extent availableLand, contiguitya copy of which is attached hereto as Exhibit 3.2 (“Title Commitment”), fairway together with copies of all items shown as exceptions to title therein. Prior to execution of this Agreement, Seller has ordered an updated survey of the Land prepared in accordance with the most recent “Minimum Standard Detail Requirements for Land Title Surveys” jointly established and PUD endorsementsadopted by ALTA and ACSM (“Survey”). Seller shall promptly deliver the Survey to Purchaser may elect upon receipt thereof. In the event the Survey has not been delivered to receive an update Purchaser at least ten (10) business days prior to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so electsApproval Date, Seller shall, at Purchaser's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review the Updated Surveya copy of Seller’s most current existing survey. Purchaser shall have until five (5) business days prior to the later Approval Date to provide written notice to Seller of November 6, 1997 and the date which is fifteen days after receipt of any matters shown by the Title Commitment and Existing Survey or Survey, or such prior existing survey, which are not satisfactory to Purchaser, which notice (“Title Notice”) shall specify the reason such date being referred to as the "Title Review Date"matter(s) for examination of Title Commitment and Existing Survey are not satisfactory and the making of any objections theretocurative steps necessary to remove the basis for Purchaser’s disapproval, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Dateprovided, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule Bhowever, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to that (i) the standard printed exceptions on an ALTA Owner’s Policy of Title Commitment or Existing Survey or exceptions to title are made within Insurance and non-delinquent liens for general and special real estate taxes and installment payments of special assessments, the Title Review Periodcurrent zoning of the Property, or including all permits, waivers and stipulations, and the interest of any tenant occupying space at the Property, as a tenant only, shall be “Permitted Encumbrances”, and (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (any exceptions caused by Seller’s voluntary acts after the end of the Due Diligence Period and not approved by Purchaser. The term “Permitted Encumbrances” shall not include any mechanic’s lien or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any monetary lien, except for taxes and special assessments not yet due and payable, or any deeds of trust, mortgages, and related or other loan documents securing any financing obtained secured by the Property. After a Title Notice is provided to Seller, includingthe parties shall then have until the Approval Date (hereinafter defined) or such later date as may be mutually acceptable, without limitationto make such arrangements or take such steps as they may mutually agree upon to satisfy Purchaser’s objection(s). In the event the Survey has not been delivered to Purchaser at least ten (10) business days prior to the Approval Date, Purchaser shall have a right to issue a second Title Notice, limited solely to matters not disclosed on the prior existing survey or the Title Commitment, on or before the fifth (5th) business day following Purchaser’s receipt of the Survey. Seller shall have no obligation to expend or agree to expend any funds, to undertake or agree to undertake any obligations or otherwise to cure or agree to cure any title or survey objections, other than to remove deeds of trust, mortgages, or other loan with Continental Bankdocuments secured by the Property, N.A. (where the "Existing Loan")indebtedness evidenced or secured by such instruments will not be assumed by Purchaser at Closing and to remove or bond over mechanic’s liens, (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against SellerSeller and voluntary monetary encumbrances. Seller agrees shall have no obligation to use best efforts cure unless Seller expressly undertakes such an obligation by a written notice to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or written agreement with Purchaser given or entered into on or prior to the Closing DateApproval Date and which recites that it is in response to a Title Notice. Purchaser’s sole right with respect to any Title Commitment or Survey matter to which it objects in a Title Notice given in a timely manner shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.5 hereof and to receive a refund of the Deposit as provided therein, or, in the event Purchaser has issued a Title Notice with respect to matters not disclosed on the prior existing survey or the Title Commitment but shown on the Survey, on or before the fifth (5th) business day following issuance of such Title Notice if Seller and Purchaser fail to reach agreement on the resolution of Purchaser’s objections properly set forth in such later Title Notice. All matters shown in the Title Commitment and/or Survey with respect to which Purchaser fails to give a Title Notice on or before the last date for so doing, or with respect to which a timely Title Notice is given but Seller has not undertaken an express obligation to cure as provided above, shall be deemed to be approved by Purchaser as “Permitted Encumbrances”, subject, however, to Purchaser’s termination right provided in Section 3.5 hereof. Subject to Section 4.5 of this Agreement, neither Seller nor the LLC shall, after the date of this Agreement, by voluntary act, intentionally create any new encumbrances to title to all or any portion of the Property without the prior written consent of Purchaser.

Title and Survey. Seller A. Within ten (10) days after the Effective Date, Contributor will cause to be delivered to Plymouth the Title Commitment. Contributor shall also cooperate with Plymouth to obtain, at Plymouth’s sole cost, an update of Contributor’s most recent ALTA/ACSM survey of the Premises. B. Plymouth will have a period of ten (10) days after Plymouth’s receipt of the last of the Title Commitment to deliver the Title Objections, if any, to Contributor. C. If Plymouth timely furnishes the Title Objections to Contributor within such ten-day period, then Contributor shall, within five (5) days of receipt of the Title Objections, either satisfy the Title Objections at Seller's Contributor’s sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election or promptly notify Plymouth in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (Objections that Contributor cannot or will not satisfy at Contributor’s expense; provided, however, that if Contributor fails to provide such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections theretonotice, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Contributor shall be deemed to have accepted all exceptions elected not to the cure any such Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinObjections. In the event Purchaser If Contributor elects (or is deemed to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections elect) not to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration satisfy any of the Title Review Date. If Purchaser Objections within such five-day period, then Plymouth shall fail to make any such objections to have the Updated Survey on or before such dateoption of either (1) waiving the unsatisfied Title Objections, Purchaser shall be deemed to have accepted in which event the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as unsatisfied Title Objections will become Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii2) the Updated Survey are made before the date specified above, then Seller terminating this Agreement (which option shall have the right, but not the obligation except as hereafter provided, be exercised by written notice furnished to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than Contributor within five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect after receipt by Plymouth of Contributor’s response to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this AgreementPlymouth’s Title Objections), in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser Plymouth, and neither party the parties shall have any no further obligations to the other party hereunder except for the Surviving Obligations. Notwithstanding anything to the contrary contained in those expressly surviving termination of this Agreement, Seller . Failure of Plymouth to timely furnish notice of such election shall be obligated deemed to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained be an election by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all Plymouth of the requirements set forth option described in Schedule B - Section 1 of the Commitment at or prior to the Closing Dateclause (2).

Title and Survey. Within five (5) Business Days following the Effective Date, Seller shall, at Seller's sole cost and expense, obtain and shall deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of the most recent title insurance along with a copy policies and surveys of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided that are in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, ’s possession or control (if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Surveyany). Purchaser shall have until the later of November 6, 1997 right to obtain new or updated title commitments and/or surveys for the Real Property and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making Purchaser shall provide copies of any objections thereto, said objections to be made in writing and delivered such updates to Seller on or before the end of the Title Review Datewithin two (2) Business Days after its receipt thereof. If Purchaser shall fail At least five (5) Business Days prior to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such dateInspection Period, Purchaser shall be deemed give Seller notice of any title exceptions or other matters set forth on Seller’s title policies or surveys or any updates thereof as to have accepted the form which Purchaser objects in its sole and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptionsabsolute discretion. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except obligation, to remove, satisfy or otherwise cure any such exception or other matter as hereafter to which Purchaser so objects. If Seller is unable or unwilling to take such actions as may be required to cure such objections, Seller shall give Purchaser notice thereof; it being understood and agreed that the failure of Seller to give such notice within three (3) Business Days after its receipt of Purchaser’s notice of objection shall be deemed an election by Seller not to remedy such matters. If Seller shall be unable or unwilling to remove any title defects (or is deemed to have elected not to remove) to which Purchaser has so objected, Purchaser shall elect either (a) to terminate this Agreement (in whole but not in part) or (b) to proceed to Closing notwithstanding such title defect without any abatement or reduction in the Purchase Price on account thereof. Purchaser shall make any such election by written notice to Seller given on or prior to the expiration of the Inspection Period; provided, however, if Seller commences to cure a title defect and then elects not to complete such cure, Purchaser shall have the right to terminate this Agreement by written notice to Seller within three (3) Business Days after Seller notifies Purchaser thereof. The failure of Purchaser to give such notice shall be deemed an election by removal, endorsement or otherwisePurchaser to proceed to Closing in accordance with clause (b) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaserabove. If Purchaser terminates this Agreement in accordance with this Section 3.3, Escrow Agent shall return the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned Deposit to Purchaser and neither party shall have any further rights or obligations hereunder, except with respect to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove HNZW/482196_1.doc (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.Longview)/4232-13

Title and Survey. Seller shallPromptly following the execution of this Agreement, at Seller's sole cost Buyer may order a new or updated survey of the Land (the “Survey”); and expense, obtain and deliver Buyer shall apply to Purchaser the Title Company for Purchaser's review a commitment for a standard owner's policy an ALTA Form B Fee Title Insurance Policy to be issued to Buyer (the “Title Commitment”) in the amount of the Purchase Price, evidencing that Seller owns and can convey valid fee title insurance along to the real estate, free and clear of all encumbrances except Permitted Exceptions. On or before the date that is sixty (60) days following the Effective Date, Buyer shall furnish Seller with a copy schedule (“Title Objection Letter”) of: (i) any liens, encumbrances or other title exceptions or state of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title Commitment") facts shown on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment or Survey, which Buyer, in its sole and Existing Survey exclusive judgment, does not approve, does not agree to take subject to or finds unsatisfactory, and (ii) any Title Company requirements which Buyer, in its sole and exclusive judgment, contends Seller must satisfy (the satisfaction of which is not otherwise provided for in this Agreement). All matters on such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller not listed on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser Objection Letter shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except approved and shall for exceptions 1, 2, 3 and 4, and the form and substance purposes of the Existing Survey and all matters shown thereon; all such exceptions and matters shall this Agreement be included in the term "deemed “Permitted Exceptions" as used herein”. Seller shall have a period of fifteen (15) days following receipt of said Title Objection Letter, to use reasonable efforts to remove, correct, cure or satisfy (or make arrangements to do so), any survey or title exceptions or title company requirements set forth on said Title Objection Letter (it being agreed that in no event shall such “reasonable efforts” require Seller to expend more than $10,000). In the event Purchaser elects that Seller is unable within said fifteen (15) day period to receive the Updated Surveyremove, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections correct, cure or satisfy (or make arrangements to matters shown thereondo so) as aforesaid (hereinafter called “title correction”), such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller Buyer shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as right at its only option, elect to sole option either: (ia) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) to terminate this Agreement, in which event the Deposit shall be returned to Buyer and neither party shall, thereafter, have any further liability hereunder, or (b) to accept such state of facts and such title as is disclosed by the Survey and Title Commitment without title correction thereby waiving any rights against Seller with respect thereto. Said election shall be made by ▇▇▇▇▇ within five (5) days following ▇▇▇▇▇▇▇ Money ’s receipt of written notification by Seller that Seller has not been able to obtain title correction. In the event that Seller shall undertake title correction as aforesaid, and shall be returned to Purchaser successful, this Agreement shall continue in full force and neither party effect, and Buyer shall close the transaction contemplated hereby in accordance with the terms hereof. In the event that Seller shall only be partially successful in obtaining title correction, Buyer shall have any further obligations to the other party except for same alternative rights as Buyer would have in the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, event Seller shall be obligated to remove had not obtained title correction (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements as set forth in Schedule B - Section 1 the preceding paragraph of this Section). Buyer shall make its election within five (5) days after ▇▇▇▇▇’s receipt of written notice from Seller to Buyer of the Commitment at or prior extent to the Closing Datewhich title has been corrected.

Title and Survey. 6.3.1 Within three (3) days after the Opening of Escrow, Seller shall, at Seller's sole cost and expense, obtain and deliver shall cause Escrow Holder to Purchaser for Purchaser's review issue to Buyer a current commitment for a standard an owner's ’s policy of title insurance along with a copy in the amount of each instrument listed as the Purchase Price on an exception thereon other than Seller's debt instruments ALTA 2006 form (the "“Title Commitment"”) on the Real Property issued by the Title Company. Seller has delivered together with copies of all documents of record reflected therein as exceptions to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for title at Seller’s sole cost and expense (as provided in Section 4 hereof11 below). During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser Buyer shall have until the later of November 6, 1997 and the date which is fifteen thirty (30) days after following its receipt of the Title Commitment and Existing Survey (such date being referred “Title Objection Period”) in which to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making notify Seller in writing of any objections theretoBuyer has, said in Buyer’s sole and absolute discretion, to any matters shown on the Title Commitment (“Title Objection Notice”). All objections raised by Buyer in the manner herein provided are hereafter called “Objections.” Subject to be made the limitations set forth in the penultimate sentence of this Section 6.3.1, Seller shall make reasonable efforts to remedy or remove all Objections (or agree irrevocably in writing and delivered to Seller on remedy or before the end remove all such Objections at or prior to Closing) within fifteen (15) days following Seller’s receipt of the Title Review DateObjection Notice (“Seller’s Cure Period”). If Purchaser In the event Seller is unable to remedy or cause the removal of any Objections (or agree irrevocably to do so at or prior to Closing) within Seller’s Cure Period, then Buyer, within ten (10) days after the expiration of Seller’s Cure Period, shall fail deliver to make Seller written notice electing, in Buyer’s sole and absolute discretion, to either (i) terminate this Agreement, or (ii) unconditionally waive any objections on or before the Title Review Datesuch Objections, Purchaser failing which Buyer shall conclusively be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used hereinelected (i) above. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Any new title or survey information received by Seller on or before Buyer after the expiration of the Title Review Date. If Purchaser Objection Period or Seller’s Cure Period, as applicable, from a supplemental title report, survey or other source which is not the result of the acts or omissions of Buyer or its agents, contractors or invitees (each, a “New Title Matter”) shall fail to make any such objections be subject to the Updated Survey on or before such date, Purchaser same procedure provided in this Section 6.3 (and the Date of Closing shall be deemed to extended commensurately if the Closing would have accepted occurred but for those procedures being implemented for a New Title Matter), except that the form Buyer’s Title Objection Period and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters Seller’s Cure Period for any New Title Matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money Business Days each. Close of Escrow shall be returned delayed as needed to Purchaser and neither party accommodate such additional time periods. Seller shall have any further obligations no obligation to the other party cure title objections except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreementfinancing liens of an ascertainable amount created by, under or through Seller or Property Owner, which liens Seller shall cause to be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment released at or prior to Closing (with Seller having the Closing Date.right to apply the Purchase Price or a portion thereof for such purpose), and Seller shall deliver the Membership Interests and the Property free and clear of any such financing liens. Seller further agrees to remove any exceptions or encumbrances to title which are voluntarily created by, under or through Seller or Property Owner after the date hereof without Buyer’s consent. The term “Permitted Exceptions” shall mean: the specific exceptions (excluding exceptions that are part of the promulgated title insurance form) in the Title Commitment that Escrow Holder is not permitted to remove; other exceptions to which Buyer has not raised an Objection as provided herein or has subsequently waived such Objection in writing and that Seller is not required to remove as provided above; items shown on the Survey which have not been removed as of the end of the Due Diligence Period; real estate taxes not yet due and payable; and rights of tenants (as tenants only) under the Leases. WAS01_41891870v5

Title and Survey. Prior to or contemporaneously with execution of this Agreement, Seller shall, at Seller's sole cost and expense, obtain and deliver has caused to be delivered to Purchaser for Purchaser's review a commitment for a standard owner's policy of title insurance along on the Land, together with copies of all items shown as exceptions to title therein, issued by the Title Company and identified as Commitment No. 9641-00030 (NBU #9610404) a copy of each instrument listed which is attached hereto as an exception thereon other than Seller's debt instruments Exhibit 3.2 (the "Title Commitment") on the Real Property issued by the Title Company. Seller has delivered to Purchaser ), and a copy certain survey of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the Land entitled "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser As-Built Plan Prepared for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money ▇. ▇▇▇▇▇▇ known as "THE GABLES" #20 Devonwood Road Farmington, Connecticut Scale 1"=40' DATE JUNE, 1986 revised through Jan. 31, 1989" ("1989 Survey"). Purchaser shall be returned have until June 23, 1997, ("Interim Date") to provide written notice to Seller of any matters shown by the Title Commitment or 1989 Survey which are not satisfactory to Purchaser, which notice ("Title Notice") must specify the reason such matter(s) are not satisfactory. Purchaser and neither party Seller shall also order an update of the 1989 Survey (such updated survey, the "New Survey"). Purchaser shall have until July 3, 1997 to provide written notice to Seller of any further obligations matters shown by the New Survey which are not shown on the 1989 Survey (including any matters shown on the Title Commitment which were not shown on the 1989 Survey, "New Matters") which New Matters are not satisfactory to Purchaser, which notice ("New Survey Notice") must specify the other party except reason such matter(s) are not satisfactory and the curative steps necessary to remove the basis for Purchaser's disapproval. The parties shall then have until the Surviving Obligations. Notwithstanding anything Approval Date specified in Section 3.5 to the contrary contained in this Agreementmake such arrangements or take such steps as they shall mutually agree to satisfy Purchaser's objection(s); provided, however, that Seller shall be obligated have no obligation whatsoever to remove (expend or cause the Title Company agree to affirmatively insure over in a manner reasonably acceptable expend any funds, to Purchaser) (i) undertake or agree to undertake any deeds of trust, mortgagesobligations or otherwise to cure or agree to cure any title or survey objections, and related loan documents securing Seller shall not be deemed to have any financing obtained obligation to cure unless Seller expressly undertakes such an obligation by Seller, including, without limitation, the existing loan a written notice to or written agreement with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's Purchaser given or materialmen's liens relating to work done by or entered into on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing DateApproval Date and which recites that it is in response to a Title Notice or New Survey Notice. Purchaser's sole right with respect to any Title Commitment, 1989 Survey or New Survey matter to which it objects in a Title Notice or New Survey Notice given in a timely manner, as applicable, shall be to elect on or before the Approval Date to terminate this Agreement pursuant to Section 3.5 hereof. All matters shown in the Title Commitment and/or 1989 Survey and/or New Survey with respect to which Purchaser fails to give a Title Notice or New Survey Notice on or before the last date for so doing, or with respect to which a timely Title Notice or New Survey Notice is given but Seller fails to undertake an express obligation to cure as provided above, shall be deemed to be approved by Purchaser as "Permitted Encumbrances" as provided in Section 3.4 hereof, subject, however, to Purchaser's termination right provided in Section 3.5 hereof.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy of preliminary title insurance report along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (the "Title CommitmentReport") on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy Company and any existing survey of the Property in Seller's possession or control (the "Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereofSurvey"). During the Due Diligence Period, Seller Purchaser shall obtain from have the Title Company right to obtain, at Seller's its sole cost and expense a survey endorsement andexpense, any desired endorsements to the Title Report which are available, if and to the extent available, contiguity, fairway and PUD endorsementsany. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997within five (5) days after Purchaser's receipt of the Existing Survey. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. The Updated Survey shall: (i) be made in accordance with the specifications listed on Exhibit C attached hereto, and (ii) contain a certification in the form set forth on Exhibit D attached hereto. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall be deemed to have accepted all exceptions to the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all matters shown thereon; all such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date five (5) days after receipt thereof for examination of the Updated Survey and the making of written objections thereto and delivery of same to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review DateSeller. If Purchaser shall fail to make deliver written notice to Seller of any such objections to the Updated Survey on or before the expiration of such date5 day period, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters and any exceptions or matters caused by or through Purchaser shall be included as Permitted Exceptions. Provided that Purchaser receives the Existing Survey before the end of the Due Diligence Period, Purchaser may not object to matters shown on the Updated Survey that were shown on the Existing Survey, and shall not unreasonably withhold its approval of the Updated Survey. If the Updated Survey is delivered less than 5 days before Closing, the Closing Date shall be extended by not more than 5 days to provide Purchaser with a full 5 day period to review the Updated Survey. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before within the date specified 5 day review period described above, then Seller shall have the right, but not the obligation except as hereafter providedobligation, to cure (by removal, endorsement or otherwise; provided that any endorsement, other than with respect to mechanics' liens, monetary judgments and/or other monetary encumbrances, shall be subject to Purchaser's prior written consent, not to be unreasonably withheld) such objections on or before the Closing Date in a manner reasonably acceptable to PurchaserDate. If the objections are not cured by Seller no later than five (5) days before by the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇Earnest Money ▇▇▇▇▇ Money shall be ▇e returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.

Title and Survey. Seller shall, at Seller's sole cost and expense, obtain and deliver (a) Purchaser will order a title report or title insurance commitment with respect to Purchaser the Real Property (the “Title Commitment”) to be issued by Chicago Title Insurance Company (“Title Company”) no later than two (2) Business Days after the Effective Date. The Title Commitment shall provide for Purchaser's review a commitment for a standard issuance of an ALTA owner's ’s policy of title insurance along with a copy of each instrument listed as an exception thereon other than Seller's debt instruments (insuring fee simple title in the "Title Commitment") on Purchaser in the Real Property issued in amount equal to the Purchase Price, subject only to Permitted Exceptions (as defined below) (the “Title Policy”). (b) Purchaser, at Purchaser’s cost, may obtain a survey of the Real Property (the “Survey”) prepared by one or more licensed professional land surveyors acceptable to the Purchaser and the Title Company. (c) Seller shall reasonably cooperate with the Title Company, at no material expense to Seller, in connection with obtaining the Title Policy. Seller has delivered to Purchaser a copy In furtherance and not in limitation of the Existing Survey which foregoing, at or prior to the Closing, Seller shall deliver to the Title Company such affidavits, certificates and other instruments as are reasonably requested by Title Company and customarily furnished in connection with the issuance of owners’ policies of title insurance by property owners not in possession of the subject property. (d) Purchaser shall reimburse have the right to reasonably object to any matters appearing in the Title Commitment or in the Survey that reasonably could be considered to be title defects, by delivery of written notice to Seller for as provided specifying such objection(s) in Section 4 hereof. During detail at any time prior to the date that is ten (10) Business Days prior to the Due Diligence PeriodExpiration Date. If Purchaser timely delivers such a notice of title objections to Seller, then Seller may, within (5) Business Days of receipt of Purchaser’s notice, respond to Purchaser by delivery of written notice to Purchaser electing to (i) cure any one or more of Purchaser’s title objections as identified in such notice to Purchaser, or (ii) not cure any of Purchaser’s title objections. If Seller elects to cure any of Purchaser’s title objections and fails to do so on or prior to the Closing Date, then such failure shall be a default by Seller under this Agreement, and Purchaser shall have the rights and remedies available to it as set forth in Section 3(d) of this Agreement. If Seller fails to respond to Purchaser’s notice of title objections within such five (5) Business Day period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and be deemed to the extent available, contiguity, fairway and PUD endorsementshave elected not to cure any of Purchaser’s title objections. If Seller in its notice to Purchaser may does not elect to receive an update cure any one or more of Purchaser’s title objections, or if Seller is deemed to have elected not to cure any one or more of Purchaser’s title objections as provided by the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6foregoing, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections thereto, said objections to be made in writing and delivered to Seller then on or before the end of Due Diligence Expiration Date, Purchaser shall have the Title Review Dateright to terminate this Agreement pursuant to Section 4(g). If Purchaser shall fail does not elect to make any objections terminate this Agreement on or before prior to the Title Review Due Diligence Expiration Date, Purchaser shall be deemed to have accepted elected to accept title to the Real Property in its then current condition (other than with respect to the objections Seller has agreed to cure, or which are otherwise required to be removed as set forth herein) and waive any such title objections (in which event all exceptions such title objections that Seller has not elected to, or is deemed to have not elected to, cure shall be deemed Permitted Exceptions). (e) In the event the Title Company issues an update to any of the Title Commitment shown on Schedule B, Section II, except for exceptions 1, 2, 3 and 4, and the form and substance of the Existing Survey and all any such update reflects any new material matters shown thereon; all such exceptions and matters shall be that were not included in the term "Permitted Exceptions" Title Commitment as used herein. In originally delivered by the event Purchaser elects to receive the Updated SurveyTitle Company, or any prior update thereof, then Purchaser shall have until the Title Review Date for examination right to object to such new material matters within the earlier to occur of the Updated Survey and the making of objections three (3) Business Days after Purchaser receives such update to matters shown thereon, such objections to be made in writing and delivered to Seller on or before the expiration of the Title Review Date. If Purchaser shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or and one (ii1) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or Business Day prior to the Closing Date, and each of Purchaser and Seller shall have the same rights and obligations with respect to such new objections as detailed in the process set forth in Section 5(d) hereof. (f) For purposes of this Agreement, the term “Permitted Exceptions” shall mean all title, survey and other matters affecting or that may affect title to the Property other than such matters, if any, to which (i) Purchaser shall have objected by written notice delivered to Seller as provided above, and (ii) Seller shall have responded by written notice to Purchaser electing to cure the applicable Purchaser objection as provided above.

Title and Survey. (a) Seller shallshall furnish to Purchaser, at Seller's sole cost for each Mall, a Survey (subject to 5.1(b)), a Title Commitment and expense, obtain and deliver to Purchaser for Purchaser's review a commitment for a standard owner's policy copies of title insurance along with a copy matters of record reflected in each instrument listed as an exception thereon other than Seller's debt instruments Title Commitment within ten (10) days after the Effective Date (the "Title CommitmentINITIAL SURVEY DELIVERY DATE") ), subject to extension due to delay on the Real Property issued by the Title Company. Seller has delivered to Purchaser a copy of the Existing Survey which Purchaser shall reimburse Seller for as provided in Section 4 hereof. During the Due Diligence Period, Seller shall obtain from the Title Company at Seller's sole cost and expense a survey endorsement and, if and to the extent available, contiguity, fairway and PUD endorsements. Purchaser may elect to receive an update to the Existing Survey (the "Updated Survey") by notifying Seller of such election in writing prior to November 6, 1997. If Purchaser so elects, Seller shall, at Purchaser's sole cost and expense, obtain and deliver to Purchaser for Purchaser's review the Updated Survey. Purchaser shall have until the later of November 6, 1997 and the date which is fifteen days after receipt part of the Title Commitment and Existing Survey (such date being referred to as the "Title Review Date") for examination of Title Commitment and Existing Survey and the making of any objections theretoInsurer or surveyor; provided, said objections to be made in writing and delivered to however, that Seller on or before the end of the Title Review Date. If Purchaser shall fail to make any objections on or before the Title Review Date, Purchaser shall not be deemed to have accepted all exceptions failed to satisfy the foregoing Survey delivery deadline if the sole omission from a Survey is the identification of adjoining property owners or if any Purchaser Nominee or lender(s) to Purchaser are not identified in the Survey certification; provided, further, however, that the Inspection Period shall be extended due to any delay in providing such adjoining property information beyond the thirtieth (30th) day after the Effective Date and that Surveys certified to any such Purchaser Nominee or to any such lender(s) shall be provided not later than the Closing Date. On the Closing Date, Seller shall cause to be delivered to Purchaser the Title Policies in the respective insured amount equal to the Title Commitment Purchase Price Allocation applicable to each Seller-Owned Mall, and Partnership Interest and otherwise in the form approved by the Purchaser pursuant to its review of title matters as set forth below. (b) Notwithstanding the provisions of Section 5.1(a), Purchaser acknowledges that within ten (10) days after the Effective Date Seller shall furnish to Purchaser a Prior Survey for each Mall, together with a certification by Seller that there have been no material changes to the Real Property relating to the Mall since the date of the Prior Survey that would require a modification to the Prior Survey. Within thirty (30) days after the Effective Date, Seller shall furnish to Purchaser a Survey as to each Mall (subject to the provisions set forth in Section 5.1(a) hereof regarding deliveries of Surveys certified to certain parties not later than the Closing Date) (the "UPDATED SURVEY"). If one or more Updated Surveys discloses any title matter that is not shown on Schedule B, Section II, except for exceptions 1, 2, 3 the corresponding Prior Survey and 4, and that has a material adverse effect on the form and substance title to or use of the Existing Survey and all matters shown thereon; all such exceptions and matters shall be included in the term "Permitted Exceptions" as used herein. In the event Purchaser elects to receive the Updated Survey, then Purchaser shall have until the Title Review Date for examination of the Updated Survey and the making of objections to matters Mall shown thereon, such objections to be made in writing and delivered to Seller on or before then the expiration of the Title Review Date. If Purchaser Inspection Period shall fail to make any such objections to the Updated Survey on or before such date, Purchaser shall be deemed to have accepted the form and substance of the Updated Survey and all matters shown thereon; all such exceptions and matters shall be included as Permitted Exceptions. If any objections to (i) the Title Commitment or Existing Survey or exceptions to title are made within the Title Review Period, or (ii) the Updated Survey are made before the date specified above, then Seller shall have the right, but not the obligation except as hereafter provided, to cure (by removal, endorsement or otherwise) such objections on or before the Closing Date in a manner reasonably acceptable to Purchaser. If the objections are not cured by Seller no later than five (5) days before the scheduled Closing Date, then Purchaser may as its only option, elect to either: (i) waive such objection and consummate the transaction contemplated by this Agreement; or (ii) terminate this Agreement, in which event the ▇▇▇▇▇▇▇ Money shall be returned to Purchaser and neither party shall have any further obligations to the other party except for the Surviving Obligations. Notwithstanding anything to the contrary contained in this Agreement, Seller shall be obligated to remove (or cause the Title Company to affirmatively insure over in a manner reasonably acceptable to Purchaser) (i) any deeds of trust, mortgages, and related loan documents securing any financing obtained by Seller, including, without limitation, the existing loan with Continental Bank, N.A. (the "Existing Loan"), (ii) any mechanic's or materialmen's liens relating to work done by or on behalf of Seller and (iii) any tax or judgment liens against Seller. Seller agrees to use best efforts to satisfy all of the requirements set forth in Schedule B - Section 1 of the Commitment at or prior to the Closing Date.be